Exhibit 10.3


 




 





RECEIVABLES SALE AGREEMENT


 


DATED AS OF JUNE 30, 2004


 


AMONG


 


SIRVA RELOCATION CREDIT, LLC,

AS THE SELLER,


 


SIRVA RELOCATION LLC,

AS THE INITIAL SERVICER,


 


LASALLE BANK NATIONAL ASSOCIATION,

AS THE AGENT


 


AND


 


THE PURCHASERS

FROM TIME TO TIME PARTY HERETO




 





 

















 


Table of Contents


 


	
  ARTICLE I

  	
  PURCHASES FROM
  SELLER AND SETTLEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.1.

  	
  Sales

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.2.

  	
  Selection
  of Discount Rates and Tranche Periods

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.3.

  	
  Fees and Other Costs
  and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.4.

  	
  Maintenance
  of Sold Interest; Deemed Collection

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.5.

  	
  Reduction
  in Commitments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.6.

  	
  Optional
  Repurchases

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.7.

  	
  Assignment of Purchase
  Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 1.8.

  	
  Allocations and
  Distributions.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CUSTODY OF SPECIFIED
  DOCUMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1.

  	
  Specified
  Documents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.2.

  	
  Servicing
  Releases

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.3.

  	
  Cooperation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  ADMINISTRATION AND
  COLLECTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.1.

  	
  Appointment
  of Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.2.

  	
  Duties
  of Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.3.

  	
  Reports

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.4.

  	
  Enforcement
  Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.5.

  	
  Servicer
  Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.6.

  	
  Responsibilities of the
  Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.7.

  	
  Actions
  by Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.8.

  	
  Indemnities by the Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1.

  	
  Seller
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.2.

  	
  Servicer
  Representations and Warranties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1.

  	
  Covenants
  of the Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.2.

  	
  Covenants of the Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1.

  	
  Indemnities by the Seller

  	
   

  
					



 


i

















 


	
   

  	
  Section 6.2.

  	
  Increased Cost and
  Reduced Return

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.3.

  	
  Other
  Costs and Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.4.

  	
  Withholding
  Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.5.

  	
  Payments
  and Allocations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  CONDITIONS PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.1.

  	
  Conditions
  to Closing

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.2.

  	
  Conditions to Each Purchase

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII  THE AGENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.1.

  	
  Appointment and
  Authorization

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.2.

  	
  Delegation
  of Duties

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.3.

  	
  Exculpatory
  Provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.4.

  	
  Reliance
  by Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.5.

  	
  Assumed
  Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.6.

  	
  Notice of Termination
  Events

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.7.

  	
  Non-Reliance
  on Agent and Other Purchasers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.8.

  	
  Agents
  and Affiliates

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.9.

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 8.10.

  	
  Successor
  Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.1.

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.2.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.3.

  	
  Payments and Computations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.4.

  	
  Sharing
  of Recoveries

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.5.

  	
  Right
  of Setoff

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.6.

  	
  Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.7.

  	
  Waivers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.8.

  	
  Successors
  and Assigns; Participations; Assignments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.9.

  	
  Confidentiality

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.10.

  	
  Headings;
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.11.

  	
  Cumulative Rights
  and Severability

  	
   

  
					



 


ii

















 


	
   

  	
  Section 9.12.

  	
  Governing
  Law; Submission to Jurisdiction

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.13.

  	
  Waiver
  of Trial by Jury

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.14.

  	
  Entire
  Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 9.15.

  	
  USA
  PATRIOT Act Notice

  	
   

  



 


iii

















 


	
  Schedules

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
  Definitions

  	
   

  
	
  Schedule II

  	
  Purchase
  Commitments

  	
   

  
	
  Schedule III

  	
  Included Employers

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
  Description

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
  Form of Incremental Purchase Request

  	
   

  
	
  Exhibit A-2

  	
  Form of Document Schedule

  	
   

  
	
  Exhibit B

  	
  Form of Request for Document Release

  	
   

  
	
  Exhibit C-1

  	
  Form of Interim Report

  	
   

  
	
  Exhibit C-2

  	
  Form of Periodic Report

  	
   

  
	
  Exhibit D

  	
  Addresses and Names of Seller and Originator

  	
   

  
	
  Exhibit E

  	
  Collection Account and Investment Account

  	
   

  
	
  Exhibit F

  	
  Compliance Certificate

  	
   

  
	
  Exhibit G

  	
  Credit and Collection Policy

  	
   

  



 


iv

















 


RECEIVABLES SALE
AGREEMENT


 


RECEIVABLES SALE AGREEMENT, dated as of
June 30, 2004 (this “Agreement”), among SIRVA Relocation
Credit, LLC, a Delaware limited liability company, as Seller (the “Seller”),
SIRVA Relocation LLC, a Delaware limited liability company, as the Initial
Servicer (the “Initial Servicer”), LaSalle Bank National Association, as
agent for the Purchasers (the “Agent”), LaSalle Bank National
Association, as a Purchaser, and the other Purchasers from time to time party
hereto.  Certain capitalized terms used
herein, and certain rules of construction, are defined in Schedule I.  The Purchasers’ Commitments are listed on
Schedule II.


 


The parties hereto agree as follows:


 


ARTICLE I



PURCHASES FROM SELLER AND SETTLEMENTS


 


Section 1.1.                                Sales.


 


(a)                                  The Sold
Interest.  Subject to the
terms and conditions hereof, the Seller may, from time to time before the
Termination Date, request that the Purchasers make purchases of an undivided
percentage ownership interest in the Receivables, all related Collections and
all proceeds of the foregoing.  Upon any
such request, subject to the terms and conditions of this Agreement, the
Purchasers shall purchase such interest.


 


Such interest shall be transferred to the
Agent, as representative of the Purchasers. 
Any such purchase (a “Purchase”) shall be made by each
Purchaser remitting funds to the Agent, pursuant to Section 1.1(c).  The aggregate percentage ownership interest
so acquired by a Purchaser in the Receivables and the related Collections and
proceeds (its “Purchase Interest”) shall equal at any time the following
quotient:


 




	
  I + PR

  
	
  NRB

  






 


where:


 


	
  I

  	
   

  	
  =

  	
  the outstanding Investment of such Purchaser at such time;

  
	
   

  	
   

  	
   

  	
   

  
	
  PR

  	
   

  	
  =

  	
  the Purchaser Reserve for such Purchaser at such time; and

  
	
   

  	
   

  	
   

  	
   

  
	
  NRB

  	
   

  	
  =

  	
  the Net Receivables Balance at such time.

  



 


Except during a Liquidation Period for a
Purchaser, such Purchaser’s Purchase Interest will change whenever its
Investment, its Purchaser Reserve or the Net Receivables Balance changes.  During a Liquidation Period for a Purchaser
its Purchase Interest shall remain constant until fully paid.  The sum of all Purchasers’ Purchase
Interests at any time is referred to herein as the “Sold Interest”, which at
any time is the aggregate percentage ownership interest then held by the
Purchasers in the Receivables and the related Collections and proceeds.


 

















 


(b)                                 Purchaser
Commitments.  Each Purchaser
severally hereby agrees, subject to Section 7.2 and the other terms and
conditions hereof, to make Purchases before the Termination Date, based on the
applicable Purchaser’s Ratable Share of each Purchase, to the extent its
Investment would not thereby exceed its Commitment, the Aggregate Investment
would not thereby exceed the Purchase Limit, and the Aggregate Investment would
not thereby exceed the Aggregate Commitments. 
The first Purchase and each additional Purchase is referred to herein as
an “Incremental
Purchase.”  All Purchases
hereunder shall be made ratably by each Purchaser in accordance with the
Commitment of such Purchaser.


 


(c)                                  Incremental
Purchases.  In order to
request an Incremental Purchase from a Purchaser, the Seller must provide to
the Agent an irrevocable written request (including by telecopier or other
facsimile communication) substantially in the form of Exhibit A-1 (an “Incremental
Purchase Request”), by 10:00 a.m. (Chicago time) two Business
Days before the requested date (the “Purchase Date”) of such Purchase (or, in
the case of the initial Purchase Date, by 10:00 a.m. (Chicago time) on the
initial Purchase Date), specifying the requested Purchase Date (which, except
for the initial Purchase Date, must be a Weekly Funding Date) and the requested
amount (the “Purchase
Amount”) of such Purchase, which must be in a minimum amount of
$1,000,000 and multiples thereof (or, if less, an amount equal to the Maximum
Incremental Purchase Amount).  The
Seller may not request more than one Incremental Purchase in any week.  All Incremental Purchases must be requested
ratably from all Purchasers.  The Agent
shall promptly notify the Purchasers of the contents of such request.  Subject to Section 7.2 and the other
terms and conditions hereof, each Purchaser shall transfer the applicable
Purchaser’s Ratable Share of the requested Purchase Amount to the Agent by no
later than 12:00 noon (Chicago time) on the Purchase Date.  The Agent shall promptly transfer to the
Seller Account the proceeds of any Incremental Purchase delivered to the Agent.


 


(d)                                 Security
Interest.  It is the
intention of the parties hereto that the Purchases hereunder constitute the
sale by the Seller to the Purchasers of ownership interests in the Receivables,
the Collections and all proceeds of the foregoing (and not merely an extension
of credit or a pledge).  Nevertheless,
the Seller acknowledges and agrees that none of the Agent, any Purchaser or
their representatives have made any representations or warranties concerning
the tax, accounting or legal characteristics of the Transaction Documents and
that the Seller has obtained and relied upon such tax, accounting and legal advice
from its own experts concerning the Transaction Documents as it deems
appropriate.  If, notwithstanding the
intention of the parties, the transactions contemplated hereby are
characterized as an extension of credit or a pledge, the Seller hereby grants
to the Agent (for the benefit of the Purchasers) a security interest in all of
the Seller’s rights in the Receivables, the Collections, and all proceeds of
the foregoing to secure all of the Seller’s obligations under the Transaction
Documents.


 


Section 1.2.                                Selection
of Discount Rates and Tranche Periods. 
(a)  All Investment of each Purchaser shall be allocated to one or
more Tranches reflecting the Discount Rates at which such Investment accrues
Discount and the Tranche Periods for which such Discount Rates apply.  Except as set forth below, the Agent shall
select the Tranche Periods for all Investments.  Not later than (1) concurrently with any request for an
Incremental Purchase from the Purchasers, (2) 3:00 p.m., Chicago time, one
Business Day prior to the expiration of any Tranche Period applicable to any
Investment of each Purchaser if the requested Tranche Period is a Prime Tranche
and (3) 10:00 a.m.,


 


2

















 


Chicago time,
two Business Days prior to the expiration of any Tranche Period applicable to
any Investment of each Purchaser if the requested Tranche Period is a
Eurodollar Tranche, the Initial Servicer on behalf of the Seller may request
the Discount Rate(s) and Tranche Period(s) to be applicable to such
Investment.  All Investment of the
Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate,
in all cases as established for each Tranche Period applicable to such
Investment.  Each Tranche shall be in
the minimum amount of $1,000,000 and in multiples thereof or, in the case of
Discount accruing at the Prime Rate, in any amount of Investment that otherwise
has not been allocated to another Tranche Period.  During the continuance of a Termination Event, the Agent may
reallocate any outstanding Investment allocated to a Eurodollar Tranche to a
Prime Tranche at the end of its then current Tranche Period.  All Discount accrued during a Tranche Period
shall be paid by the Seller to the Agent (for the benefit of the Purchasers) on
the last day of such Tranche Period.


 


(b)                                 If,
by the time required in Section 1.2(a), the Seller fails to select a
Tranche Period for any Investment of any Purchaser, the Agent may, in its sole
discretion, select such Tranche Period. 
If, by the time required in Section 1.2(a), the Seller and the
Agent do not select a Discount Rate or Tranche Period for any Investment, such
amount of Investment shall automatically accrue Discount at the Prime Rate for
a three Business Day Tranche Period.


 


(c)                                  If
any Purchaser determines (i) that maintenance of any Eurodollar Tranche
would violate any applicable law or regulation or (ii) that deposits of a
type and maturity appropriate to match fund any of such Purchaser’s Eurodollar
Tranches are not available, then the Agent, upon the direction of such
Purchaser, shall suspend the availability of, and terminate any outstanding,
Eurodollar Tranche so affected.  All
Investment allocated to any such terminated Eurodollar Tranche shall be reallocated
to a Prime Tranche at the termination of the related Tranche Period.


 


Section 1.3.                                Fees
and Other Costs and Expenses. 
(a)  The Seller shall pay to the Agent such amounts as agreed to
with the Seller in the Fee Letter.


 


(b)                                 If
the amount of Investment of any Purchaser allocated to any Eurodollar Tranche
is reduced before the last day of its Tranche Period, or if a requested
Incremental Purchase at the Eurodollar Rate does not take place on its
scheduled Purchase Date, the Seller shall pay the Early Payment Fee to each
Purchaser.


 


(c)                                  Investment
shall be payable solely from Collections and from amounts payable under
Sections 1.4, 1.6 and 6.1 (to the extent amounts paid under
Section 6.1 indemnify against reductions in or non-payment of
Receivables).  The Seller shall pay, as
a full recourse obligation, all other amounts payable hereunder and under the
Fee Letter, including all Discount, fees described in clauses (a) and (b)
above and amounts payable under Article VI.


 


Section 1.4.                                Maintenance
of Sold Interest; Deemed Collection. 



 


(a)                                  General.  If at any time before the Termination Date
the Net Receivables Balance is less than the sum of the Aggregate Investment
plus the Reserve, the Seller shall promptly (but not later than one Business
Day after the Seller becomes aware of such condition) pay to the Agent an
amount equal to such deficiency for application to reduce the Investments of
the Purchasers ratably in


 


3

















 


accordance with the principal amount of their
respective Investments, applied first to the outstanding Prime Tranches
and second
to the outstanding Eurodollar Tranches in the order in which their
respective then current Tranche Periods are scheduled to end.


 


(b)                                 Deemed
Collections.  If on any day
the outstanding balance of a Receivable is reduced or cancelled as a result of
any defective or rejected goods or services, any cash discount or adjustment
(including as a result of the application of any special refund or other
discounts or any reconciliation), any setoff or credit (whether such claim or
credit arises out of the same, a related, or an unrelated transaction) or other
similar reason not arising from the financial inability of the Obligor to pay
undisputed indebtedness, the Seller and the Servicer shall be deemed to have
received on such day a Collection on such Receivable in the amount of such
reduction or cancellation.  If on any
day any representation, warranty, covenant or other agreement of the Seller
related to a Receivable is not true or is not satisfied, the Seller and the
Servicer shall be deemed to have received on such day a Collection in the
amount of the outstanding balance of such Receivable.  All such Collections deemed received by the Seller and the
Servicer under this Section 1.4(b) shall be remitted by them to the
Collection Account within one Business Day after such deemed receipt in
accordance with Sections 5.1(i) and 5.2(i).


 


(c)                                  Adjustment
to Sold Interest.  At any
time before the Termination Date that the Seller is deemed to have received any
Collection under Section 1.4(b) (“Deemed Collections”) that derive from a
Receivable that is otherwise reported as an Eligible Receivable, so long as no
Liquidation Period then exists the Seller may satisfy its obligation to deliver
such amount to the Servicer by instead notifying the Agent that the Sold
Interest should be recalculated by decreasing the Net Receivables Balance by
the amount of such Deemed Collections, so long as such adjustment does not
cause the Sold Interest to exceed 100%.


 


(d)                                 Payment
Assumption.  Unless an
Obligor otherwise specifies (by reference to a particular invoice or otherwise)
or another application is required by contract or law, any payment received by
the Seller from any Obligor shall be applied as a Collection of Receivables of
such Obligor (starting with the oldest such Receivable) and remitted to the
Servicer as such.


 


Section 1.5.                                Reduction
in Commitments.  The Seller may,
upon thirty days’ notice to the Agent, reduce the Aggregate Commitment in
increments of $5,000,000, so long as the Aggregate Commitment at all times
equals at least the outstanding Aggregate Investment.  Each such reduction in the Aggregate Commitment shall reduce the
Commitment of each Purchaser in accordance with its Ratable Share and shall
reduce the Purchase Limit by a corresponding amount.


 


Section 1.6.                                Optional
Repurchases.  At any time that the
Aggregate Investment is less than 10% of the highest Aggregate Investment
outstanding at any time hereunder, the Servicer may, upon thirty days’ notice
to the Agent, purchase the entire Sold Interest from the Purchasers at a price
equal to the outstanding Matured Aggregate Investment and all other amounts
then owed hereunder.


 


Section 1.7.                                Assignment
of Purchase Agreement.  The Seller
hereby assigns and otherwise transfers to the Agent (for the benefit of the
Agent, each Purchaser and any other Person to whom any amount is owed
hereunder), all of the Seller’s right, title and interest in, to and under the
Purchase Agreement.  The Seller shall
file and record all financing statements, continuation statements and


 


4

















 


other
documents required to perfect or protect such assignment.  This assignment includes (a) all monies
due and to become due to the Seller from the Originator or the Parent under or
in connection with the Purchase Agreement (including fees, expenses, costs,
indemnities and damages for the breach of any obligation or representation
related to either such agreement) and (b) all rights, remedies, powers,
privileges and claims of the Seller against the Originator or the Parent under
or in connection with the Purchase Agreement. 
All provisions of the Purchase Agreement shall inure to the benefit of,
and may be relied upon by, the Agent, each Purchaser and each such other Person.  At any time after a Servicer Replacement
Event, the Agent shall have the sole right to enforce the Seller’s rights and
remedies under the Purchase Agreement to the same extent as the Seller could
absent this assignment, but without any obligation on the part of the Agent any
Purchaser or any other such Person to perform any of the obligations of the
Seller under the Purchase Agreement (or any of the promissory notes executed
thereunder).  All amounts distributed to
the Seller under the Purchase Agreement from Receivables sold to the Seller
thereunder shall constitute Collections hereunder and shall be applied in
accordance herewith.


 


Section 1.8.                                Allocations
and Distributions. 


 


(a)                                  Accounts.  The Agent will at all times maintain the
Collection Account and the Investment Account in the name of the Agent and the
Agent shall have exclusive control of, and a valid, perfected and first
priority security interest in, such accounts. 
The Seller and the Servicer will at all times remit all Collections to
the Collection Account within three Business Days after receipt thereof, for
application as provided in this Section, provided that the Servicer shall cause
Collections from the proceeds of a sale of an Origination Home to be made
directly to the Collection Account and, to effect the same, (commencing no
later than July 10, 2004) the Servicer shall give written direction to the
applicable Origination Home Closing Agent to send such proceeds to the
Collection Account.  No withdrawals,
payments or transfers of funds from the Collection Account or the Investment
Account shall be made except upon the written direction of the Agent in
accordance with this Section.  The
amounts held in the Collection Account may be invested and reinvested by the
Agent solely in Permitted Investments credited to the Investment Account
selected by the Seller in a written notice to the Agent (unless a Termination
Event exists, in which case such investments shall be selected by the
Agent).  Yield on such investments shall
be deposited in the Investment Account and allocated in accordance with this
Section.  LaSalle (i) acknowledges the
ownership and security interest of the Agent in the Collection Account and the
Investment Account, all funds, investments, financial assets and other property
credited to either such account and all proceeds of the foregoing, (ii) agrees
that it will comply with entitlement orders and other instructions with respect
thereto from the Agent, and not from any other Person, and (iii) agrees that
its jurisdiction is the State of Illinois for all purposes of the UCC.


 


(b)                                 Business Day
Payments.  On each Business
Day, unless the Termination Date shall have occurred, the Available Funds in
the Collection Account shall be transferred by the Agent to the Purchasers ratably
to reduce the Investments to the extent of the Principal Distribution Amount.


 


(c)                                  Settlement
Dates.  On each Settlement
Date, unless the Termination Date shall have occurred, Available Funds in the
Collection Account and the Investment Account shall be applied as


 


5

















 


follows:


 


(i)                                     first,
ratably to the Purchasers until all Principal Distribution Amounts, Discount
and fees previously accrued but not yet paid shall have been paid in full; 


 


(ii)                                  second,
ratably to the Purchasers until all other amounts then due and payable to the
Purchaser under the Transaction Documents shall have been paid in full;


 


(iii)                               third,
to the Agent until all amounts then due and payable to the Agent under the
Transaction Documents have been paid in full;


 


(iv)                              fourth,
to any other Person (other than the Servicer and the Originator) to whom any
amounts are then due and payable under the Transaction Documents until all such
amounts have been paid in full; 


 


(v)                                 fifth,
to the Servicer until all amounts then due and payable to the Servicer under
the Transaction Documents have been paid in full;


 


(vi)                              sixth,
to the Originator until any amounts then due and payable under the Subordinated
Note have been paid in full; and


 


(vii)                           seventh,
to the Seller.


 


(d)                                 Termination
Date.  On each day on and
after the Termination Date, all Available Funds in the Collection Account and
the Investment Account shall be allocated as follows:


 


(i)                                     first, ratably
to the Purchasers until all Investments of, and Discount and fees previously
accrued but not already paid to, the Purchasers has been paid in full; 


 


(ii)                                  second, ratably
to the Purchasers until all other amounts owed to the Purchasers have been paid
in full;


 


(iii)                               third,
to the Agent until all amounts owed to the Agent have been paid in full;


 


(iv)                              fourth, to
any other Person (excluding the Servicer and the Originator) to whom any
amounts are owed under the Transaction Documents until all such amounts have
been paid in full;


 


(v)                                 fifth,
to the Servicer until all amounts owed to it under the Transaction Documents
have been paid in full;


 


(vi)                              sixth, to
the Originator until any amounts then due and payable under the Subordinated
Note have been paid in full; and


 


(vii)                           seventh,
to the Seller.


 


No distributions shall be made to pay amounts
under clauses (iv), (v), (vi) and (vii) above until sufficient Available Funds
have been set aside to pay all amounts described in clauses (i), (ii) and (iii)
that may become payable for all outstanding Settlement Periods.  


 


6

















 


(e)                                  Ratable
Distributions.  All
distributions shall be made ratably within each priority level in accordance
with the respective amounts then due each Person (or group of Persons) included
in such level unless otherwise agreed by the Agent.  


 


(f)                                    Payment by
Seller.  As provided in
Section 1.3(c) all Discount and other amounts payable hereunder other than
Investment are payable by the Seller. 
If any part of the Sold Interest in any Collections is applied to pay
any such amounts pursuant to this Section 1.8, the Seller shall pay to the
Servicer the amount so applied for distribution as part of Collections.


 


ARTICLE II



CUSTODY OF SPECIFIED DOCUMENTS


 


Section 2.1.                                Specified
Documents.  (a)  The Specified Documents relating to the
Receivables shall be held on behalf of and in trust for the Agent and the
Purchasers in the custody of a Person (the “Custodian”) designated to so act on
behalf of the Purchasers under this Article II.  As the Initial Custodian, SIRVA Relocation LLC  is
hereby designated as, and agrees to perform the duties and obligations of, the
Custodian.  The Initial Custodian
acknowledges that the Agent and each Purchaser have relied on the Initial
Custodian’s agreement to act as Custodian (and the agreement of any of the
sub-custodians to so act) in making the decision to execute and deliver this
Agreement and agrees that it will not voluntarily resign as Custodian.  At any time after the occurrence of a
Servicer Replacement Event, the Agent may designate a new Custodian to succeed
the Initial Custodian (or any successor Custodian).  The Agent may at any time after the occurrence of a Servicer
Replacement Event remove or replace any sub-custodian.  If replaced, the Custodian agrees it will turn
over possession of the Specified Documents in its possession to the successor
Custodian.


 


(b)                                 Not
less than two Business Days prior to any proposed Purchase Date (or, in the
case of the initial Purchase Date, on the initial Purchase Date), the Seller or
its designee shall deliver or cause to be delivered (i) to the Custodian, the
Specified Documents with respect to each Receivable proposed to be added to the
Net Receivables Balance hereunder, together with the related Document Schedule,
and (ii) to the Agent, the Document Schedule. 
Unless the Agent shall agree otherwise in writing, delivery of the
Specified Documents and the Documents Schedule shall be conditions
precedent to any Purchase on such Purchase Date.  If the Agent so agrees, the Seller shall cause any missing
Specified Documents to be delivered to the Custodian within the time reasonably
required by the Agent, and failure to do so shall cause the related Receivable
to cease being an Eligible Receivable. 
The Seller and the Servicer shall mark their files relating to the
Receivables to note the interest of the Agent and the Purchasers therein.


 


(c)                                  The
Custodian shall maintain custody of the Specified Documents in trust for the
benefit of the Agent and the Purchasers in a secure fire resistant facility in
accordance with its customary standards for maintaining custody of the
comparable documents, separate from other documents of the Originator and
marked to note the interest of the Agent and the Purchasers hereunder.


 


Section 2.2.                                Servicing
Releases.  (a) 
From time to time upon request of the Servicer for release or
delivery of any Specified Document, which request to the Custodian (if the
Custodian is not the same entity


 


7

















 


as the
Servicer) shall be substantially in the form of Exhibit B hereto, the
Custodian shall release and make delivery of such Specified Documents within
its possession as so instructed.  By a
delivery of any such request, the Servicer shall be deemed to have certified
that the release or delivery of such Specified Document is consistent with the
requirements of this Agreement and the other Transaction Documents.  Shipment of the Specified Documents may be
made by courier, delivery or personal delivery (confirmation receipt requested)
or such other means as shall be directed by the Servicer.  All Specified Documents so released or
delivered shall be held by the Servicer, or under its control, in trust for the
benefit of the Agent and the Purchasers. 
The Servicer shall return such documents to the Custodian when the
Servicer’s servicing no longer exists, 
unless such release is in connection with the liquidation of the related
Receivable or payment in full of the related Receivable in accordance with its
terms. 


 


(b)                                 In
no event shall the Custodian have any liability for risks associated with the
shipment or delivery of any Specified Documents, absent the Custodian’s gross
negligence or willful misconduct.


 


(c)                                  At
the request of the Servicer, the Custodian shall provide to the Servicer copies
of Specified Documents held by the Agent.


 


Section 2.3.                                Cooperation.  (a) 
The Servicer will cooperate with the Custodian, and provide such
information as the Custodian shall reasonably request from time to time, in
connection with the Custodian’s custody of the Specified Documents.


 


(b)                                 Nothing
contained in this Article II shall impair or diminish any obligation of
the Seller or the Servicer with respect to the servicing or collection of the
Receivables.  The Agent will have no
liability in connection with its maintenance of custody of any Specified
Documents absent its own willful misconduct or gross negligence.  Without limiting the foregoing the Agent
shall have no obligation to request receipt of any documents the existence of
which has not been made known.


 


ARTICLE III




ADMINISTRATION AND COLLECTIONS


 


Section 3.1.                                Appointment
of Servicer.  (a)  The
servicing, administering and collecting of the Receivables shall be conducted
by a Person (the “Servicer”) designated to so act on behalf of the Purchasers
under this Article III.  As the
Initial Servicer, SIRVA Relocation LLC  is hereby designated as, and agrees to
perform the duties and obligations of, the Servicer.  The Initial Servicer acknowledges that the Agent and each
Purchaser have relied on the Initial Servicer’s agreement to act as Servicer
(and the agreement of any of the sub-Servicers to so act) in making the
decision to execute and deliver this Agreement and agrees that it will not
voluntarily resign as Servicer.  At any
time after the occurrence of a Servicer Replacement Event, the Agent may
designate a new Servicer to succeed the Initial Servicer (or any successor
Servicer).


 


(b)                                 The
Initial Servicer may, and if requested by the Agent shall, delegate its duties
and obligations as Servicer to any Affiliate (acting as a sub-Servicer).  Notwithstanding such delegation, the


 


8

















 


Initial Servicer shall remain primarily
liable for the performance of the duties and obligations so delegated, and the
Agent and each Purchaser shall have the right to look solely to the Initial
Servicer for such performance.  The
Agent may at any time after the occurrence of a Servicer Replacement Event
remove or replace any sub-Servicer.


 


(c)                                  If
replaced, the Servicer agrees it will terminate, and will cause each existing
sub-Servicer to terminate, its collection activities in a manner requested by
the Agent to facilitate the transition to a new Servicer.  The Servicer shall cooperate with and assist
any new Servicer in assuming the obligation to service the Receivables,
including all reasonable efforts to provide the Servicer with access to all
software programs necessary or desirable to collect the Receivables.  For a ninety day period after the
appointment of a new Servicer, at the expense of the Initial Servicer, the
Initial Servicer irrevocably agrees to act (if requested to do so) as the
data-processing agent for any new Servicer in substantially the same manner as
the Initial Servicer conducted such data-processing functions while it acted as
the Servicer.


 


Section 3.2.                                Duties
of Servicer.  (a)  The Servicer shall take, or cause to be
taken, all action necessary or advisable to collect each Receivable in
accordance with this Agreement, the Credit and Collection Policy and all
applicable laws, rules and regulations using the skill and attention the
Servicer exercises in collecting other receivables or obligations owed solely
to it.  The Servicer shall transfer to
the Collection Account all Collections received by it by the third Business Day
following receipt and (commencing no later than July 10, 2004) shall
instruct and cause each Origination Home Closing Agent to send the proceeds of
each sale of a related Origination Home directly to the Collection Account.  Each party hereto hereby appoints the
Servicer to enforce such Person’s rights and interests in the Receivables.  The Servicer shall be entitled to commence
or settle any legal action to enforce the collection of any Receivable; provided
that, except with respect to Reserved Collection Matters, the Agent shall have
the right to approve any such settlement unless the Originator shall have
elected to treat such settlement as an event giving rise to a Deemed Collection
under Section 3.2 of the Purchase Agreement and shall have made all
payments required with respect thereto under such Section, and the Seller shall
have made any payment required to be made in respect of such Deemed Collection
under Section 1.4.  If at any time,
the Agent notifies the Servicer that the Agent believes litigation would be an
appropriate means to collect any Receivable (other than in respect of Reserved
Collection Matters), and the Servicer declines to initiate such litigation
after good faith discussion with the Agent, the Agent shall be entitled to
notify the Obligor on such Receivable of the assignment of an interest therein
to the Agent and/or to initiate litigation with respect thereto in the name of
the Purchasers or in the name of the Originator or the Seller unless the
Originator shall have elected to treat such Receivable as the subject of a
dispute giving rise to Deemed Collections under Section 3.2 of its
Purchase Agreement and shall have made all payments required with respect
thereto under such Section, and the Seller shall have made any payment required
to be made in respect of such Deemed Collection under Section 1.4.


 


(b)                                 If
no Potential Termination Event exists and the Servicer determines that such
action is appropriate in order to maximize the Collections, the Servicer may,
in accordance with the Credit and Collection Policy, extend the maturity of any
Receivable or adjust the outstanding balance of any Receivable; provided
that (i) no such extension shall be for a period more than sixty (60) days
(or, in the case of an Equity Advance, 180 days), and (ii) such extension shall
not


 


9

















 


permit a Receivable to be an Eligible
Receivable if it would otherwise cease to be an Eligible Receivable.  Any such extension or adjustment shall not
alter the status of a Receivable as a Defaulted Receivable or limit any rights
of the Agent or the Purchasers hereunder. 
If a Potential Termination Event exists, the Servicer may make such
extensions or adjustments only with the prior consent of the Agent.  The Servicer shall make no modification or
adjustment or waive any obligation of any Obligor with respect to any
Receivable without the prior consent of the Agent.


 


Section 3.3.                                Reports.  On or before each Weekly Reporting Date, the
Servicer shall deliver to the Agent a report reflecting information as of the
close of business on the next preceding Business Day (each an “Interim
Report”), containing the information described on Exhibit C-1 (with
such modifications or additional information as requested by the Agent).  On or before the second Weekly Reporting
Date of each month, and at such other times (following reasonable written
notice from the Agent) covering such other periods as is requested by the Agent,
the Servicer shall deliver to the Agent a report reflecting information as of
the close of business of the Servicer for the immediately preceding calendar
month or such other preceding period as is requested (each a “Periodic
Report”), containing the information described on Exhibit C-2 (with
such modifications or additional information as reasonably requested by the
Agent).  


 


Section 3.4.                                Enforcement
Rights.  (a)  The Agent may, at
any time after the occurrence of a Servicer Replacement Event, direct any
Obligors to make all payments on the Receivables directly to the Agent or its
designee.  The Agent may, and the Seller
shall, at the Agent’s request, withhold the identity of the Purchasers from the
Obligors.  Upon the Agent’s request
following a Servicer Replacement Event, the Seller (at the Seller’s expense)
shall (i) give notice to each Obligor of the Agent’s ownership of the Sold
Interest and direct that payments on Receivables be made directly to the Agent
or its designee, (ii) assemble for the Agent all Records and collateral security
for the Receivables and to transfer (or cause to be transferred) to the Agent
(or its designee) licenses for the use of, all software useful to collect the
Receivables and (iii) segregate in a manner acceptable to the Agent all
Collections the Seller receives and, within one Business Day of receipt, remit
such Collections in the form received, duly endorsed or with duly executed
instruments of transfer, to the Collection Account.  The Seller agrees to effect an assignment to the Agent no later
than September 30, 2004 of licenses to use software useful to collect the
Receivables.


 


(b)                                 Upon
the direction of the Agent at any time when a Recording Trigger Event occurs,
to complete and record or to cause to be recorded (and the Seller and the
Servicer hereby consent to the Agent completing and recording or hereby causing
to be recorded) in the real estate records of the applicable jurisdictions (A)
Relocating Employee Contracts, Origination Home Deeds and/or Origination Home
Purchase Contracts in such manner and in the names of such transferees as the
Agent may require and (B) such other documents as the Agent may reasonably
require, in form reasonably satisfactory to the Agent, evidencing the
conveyance of Relocating Employee Contracts, Origination Home Deeds and/or Origination
Home Purchase Contracts.


 


(c)                                  The
Servicer shall segregate any Collections received by it from other funds of the
Seller and the Servicer within three Business Days of receipt and hold such
amounts for the Agent (for the benefit of the Purchasers).  The Seller hereby irrevocably appoints the
Agent as its attorney-in-fact coupled with an interest, with full power of
substitution and with full authority in the place


 


10

















 


of the Seller, to take any and all steps
deemed desirable by the Agent, in the name and on behalf of the Seller to
(i) collect any amounts due under any Receivable, including endorsing the
name of the Seller on checks and other instruments representing Collections and
enforcing such Receivables, and (ii) exercise any and all of the Seller’s
rights and remedies under the Purchase Agreement.  The Agent’s powers under this Section 3.4(c) shall not
subject the Agent to any liability if any action taken by it proves to be
inadequate or invalid, nor shall such powers confer any obligation whatsoever
upon the Agent.


 


(d)                                 None
of the Agent or any Purchaser shall have any obligation to take or consent to
any action to realize upon any Receivable or to enforce any rights or remedies
related thereto.


 


Section 3.5.                                Servicer
Fee.  On each Settlement Date, the
Seller shall pay to the Servicer a fee for the immediately preceding calendar
month as compensation for its services (the “Servicer Fee”) equal to (a) at all
times the Seller or an Affiliate of any SIRVA Entity is the Servicer, a rate
equal to 0.60% per annum of the Receivables Balance as of the first day of such
preceding calendar month, and (b) at all times any other Person is the
Servicer, a reasonable amount agreed upon by the Agent and the new Servicer on
an arm’s-length basis reflecting rates and terms prevailing in the market at
such time.  The Servicer may only
collect the Servicer Fee to the extent funds are available for the purpose
under Section 1.8.  The Agent may
pay the Servicer Fee to the Servicer from the Sold Interest in
Collections.  The Seller shall be
obligated to reimburse any such payment pursuant to Section 1.4 or 1.8.


 


Section 3.6.                                Responsibilities
of the Seller.  The Seller shall, or
shall exercise its rights under the Purchase Agreement to cause the Originator
to, pay when due all Taxes payable in connection with the applicable
Receivables or their creation or satisfaction. 
The Seller shall, and shall exercise its rights under the Purchase
Agreement to cause the Originator to, perform all of its obligations under
agreements related to the Receivables to the same extent as if interests in the
Receivables had not been transferred hereunder or, in the case of the
Originator, under the Purchase Agreement. 
The Agent’s or any Purchaser’s exercise of any rights hereunder shall
not relieve the Seller or the Originator from such obligations.  None of the Agent or any Purchaser shall
have any obligation to perform any obligation of the Seller or of the
Originator or the other obligation or liability in connection with the
Receivables.


 


Section 3.7.                                Actions
by Seller.  The Seller shall defend
and indemnify the Agent and each Purchaser against all costs, expenses, claims
and liabilities for any action taken by the Seller, the Originator or any other
Affiliate of the Seller or of the Originator (whether acting as Servicer or
otherwise) related to any Receivable, or arising out of any alleged failure of
compliance of any Receivable with the provisions of any law or regulation.


 


Section 3.8.                                Indemnities
by the Servicer.  Without limiting
any other rights any such Person may have hereunder or under applicable law,
the Servicer hereby indemnifies and holds harmless the Agent and each Purchaser
and their respective officers, directors, agents and employees (each an “Indemnified
Party”) from and against any and all damages, losses, claims,
liabilities, penalties, Taxes, costs and expenses (including attorneys’ fees
and court costs) (all of the foregoing collectively, the “Indemnified Losses”) at any
time imposed on or incurred by any Indemnified Party arising out of or
otherwise relating to:


 


11

















 


(i)                                     any
written representation or warranty made by the Servicer (or any employee or
agent of the Servicer) in this Agreement, any other Transaction Document, any
Periodic Report or any other information or report delivered by the Servicer
pursuant hereto, which shall have been false or incorrect in any material
respect when made;


 


(ii)                                  the
failure by the Servicer to comply with any applicable law, rule or regulation
related to any Receivable, or the nonconformity of any Receivable with any such
applicable law, rule or regulation;


 


(iii)                               any
loss of a perfected security interest or ownership interest (or in the priority
of such security interest or ownership interest) as a result of the Servicer
acting as Custodian or as a result of any commingling by the Servicer of funds
to which the Agent or any Purchaser is entitled hereunder with any other funds;
or


 


(iv)                              any
failure of the Servicer to perform its duties or obligations in accordance with
the provisions of this Agreement or any other Transaction Document to which the
Servicer is a party;


 


whether arising by reason of the acts to be
performed by the Servicer hereunder or otherwise, excluding only Indemnified
Losses to the extent (a) such Indemnified Losses resulted from the gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification, or (b) such Indemnified Losses resulted due to Receivables
being uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor, or (c) such Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent or any
Purchaser (determined on the assumption that the transactions contemplated
hereby would constitute debt for tax purposes); provided, however, that
nothing contained in this sentence shall limit the liability of the Servicer or
limit the recourse of the Agent and each Purchaser to the Servicer for any
amounts otherwise specifically provided to be paid by the Servicer hereunder.


 


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


 


Section 4.1.                                Seller
Representations and Warranties.  The
Seller represents and warrants to the Agent and each Purchaser as of the date
hereof and each Purchase Date that:


 


(a)                                  Corporate
Existence and Power.  The
Seller is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all limited liability
company power and authority and all governmental licenses, authorizations,
consents and approvals required to carry on its business in each jurisdiction
in which its business is now conducted, except where failure to obtain such
license, authorization, consent or approval would not reasonably be expected to
have a Material Adverse Effect.


 


(b)                                 Corporate
Authorization and No Contravention. 
The execution, delivery and performance by the Seller of each
Transaction Document to which it is a party (i) are within its corporate
powers, (ii) have been duly authorized by all necessary limited liability
company action, (iii) do not contravene or constitute a default under
(A) any applicable law, rule or regulation, (B) its limited


 


12

















 


liability company agreement or
(C) (subject to the Permitted Exceptions) any agreement, order or other
instrument to which it is a party or its property is subject except where such
contravention or default would not reasonably be expected to have a Material
Adverse Effect and (iv) will not result in any Adverse Claim on any
Receivable or Collection or give cause for the acceleration of any indebtedness
of the Seller.


 


(c)                                  No Consent
Required.  No approval,
authorization or other action by, or filings with, any Governmental Authority
or (subject to the Permitted Exceptions) other Person (other than the parties
hereto) is required in connection with the execution, delivery and performance
by the Seller of any Transaction Document or any transaction contemplated
thereby.


 


(d)                                 Binding
Effect.  Each Transaction
Document to which the Seller is a party constitutes the legal, valid and
binding obligation of the Seller enforceable against the Seller in accordance
with its terms, except as limited by bankruptcy, insolvency, or other similar
laws of general application relating to or affecting the enforcement of
creditors’ rights generally and subject to general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law).


 


(e)                                  Perfection
of Ownership Interest.  The
Seller owns the Receivables free of any Adverse Claim other than the interests
of the Purchasers (through the Agent) therein that are created hereby, and each
Purchaser shall at all times have a valid undivided percentage ownership
interest, which shall be a first priority perfected security interest for
purposes of Article 9 of the applicable Uniform Commercial Code, in the
Receivables and Collections, subject to the Permitted Exceptions.  


 


(f)                                    Accuracy of
Information.  All information
furnished by or on behalf of the Seller to the Agent or any Purchaser in
connection with any Transaction Document, or any transaction contemplated
thereby, was true and accurate in all material respects when so furnished (and
is not incomplete by omitting any information necessary to prevent such
information from being materially misleading in light of the circumstances in
which such information was furnished).


 


(g)                                 No Actions,
Suits.  There are no actions,
suits or other proceedings (including matters relating to environmental
liability) pending or threatened against or affecting the Seller, or any of its
respective properties, that would reasonably be expected to have a Material
Adverse Effect.  The Seller is not in
default of any contractual obligation or in violation of any order, rule or
regulation of any Governmental Authority, which default or violation would
reasonably be expected to have a Material Adverse Effect. 


 


(h)                                 Accuracy of
Exhibits; Collection Account.  All information on Exhibits D-E (listing offices and names of
the Seller and the Originator and where they maintain Records; and the
Collection Account and the Investment Account), is true and complete, subject
to any changes permitted by, and notified to the Agent in accordance with,
Article V.  The Seller has not
granted any interest in the Collection Account to any Person other than the
Agent and, the Agent has exclusive control of the Collection Account. 


 


(i)                                     Credit and
Collection Policy.  Each Receivable
has been originated in material compliance with


 


13

















 


the Credit and Collection Policy.


 


(j)                                     Sales by the
Originator.  Each sale by the
Originator to the Seller of an interest in Receivables and their Collections
has been made in accordance with the terms of the Purchase Agreement, including
the payment by the Seller to the Originator of the purchase price described in
the Purchase Agreement.  Each such sale
has been made for “reasonably equivalent value” (as such term is used in
Section 548 of the Bankruptcy Code) and not for or on account of “antecedent
debt” (as such term is used in Section 547 of the Bankruptcy
Code) owed by the Originator to the Seller.


 


Section 4.2.                                Servicer
Representations and Warranties.  The
Servicer represents and warrants to the Agent and each Purchaser as of the date
hereof and each Purchase Date that:


 


(a)                                  Company
Existence and Power.  The
Servicer is a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all limited
liability company power and authority and all governmental licenses,
authorizations, consents and approvals required to carry on its business in
each jurisdiction in which its business is now conducted, except where failure
to obtain such license, authorization, consent or approval would not reasonably
be expected to have a  Material Adverse
Effect.


 


(b)                                 Company
Authorization and No Contravention. 
The execution, delivery and performance by the Servicer of each
Transaction Document to which it is a party (i) are within its limited
liability company powers, (ii) have been duly authorized by all necessary
company action, (iii) do not contravene or constitute a default under (A) any
applicable law, rule or regulation, (B) its constitutional documents or
(C) any agreement, order or other instrument to which it is a party or its
property is subject except where such contravention or default would not
reasonably be expected to have a Material Adverse Effect and (iv) will not
result in any Adverse Claim on any Receivable or Collection or give cause for
the acceleration of any indebtedness of the Servicer.


 


(c)                                  No Consent
Required.  No approval,
authorization or other action by, or filings with, any Governmental Authority
or other Person (other than the parties hereto) is required in connection with
the execution, delivery and performance by the Servicer of any Transaction
Document or any transaction contemplated thereby.


 


(d)                                 Binding
Effect.  Each Transaction
Document to which the Servicer is a party constitutes the legal, valid and
binding obligation of the Servicer enforceable against the Servicer in
accordance with its terms, except as limited by bankruptcy, insolvency, or
other similar laws of general application relating to or affecting the
enforcement of creditors’ rights generally and subject to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity
or at law).


 


(e)                                  Accuracy of
Information.  All information
furnished by or on behalf of the Servicer to the Agent or any Purchaser in
connection with any Transaction Document, or any transaction contemplated
thereby, was true and accurate in all material respects when so furnished (and
is not incomplete by omitting any information necessary to prevent such
information from being materially misleading in light of the circumstances in
which such information was furnished).


 


14

















 


(f)                                    No Actions,
Suits.  There are no actions,
suits or other proceedings (including matters relating to environmental
liability) pending or threatened against or affecting the Servicer, or any of
its respective properties, that would reasonably be expected to have a Material
Adverse Effect.  The Servicer is not in
default of any contractual obligation or in violation of any order, rule or
regulation of any Governmental Authority, which default or violation would
reasonably be expected to have a Material Adverse Effect.


 


(g)                                 Credit and
Collection Policy.  The
Servicer has administered each Receivable in accordance in all material
respects with the Credit and Collection Policy.


 


ARTICLE V



COVENANTS


 


Section 5.1.                                Covenants
of the Seller.  The Seller hereby
covenants and agrees to comply with the following covenants and agreements,
unless the Agent shall otherwise consent:


 


(a)                                  Financial
Reporting.  The Seller will
maintain a system of accounting established and administered in accordance with
GAAP and will furnish to the Agent:


 


(i)                                     Annual and
Quarterly Financial Statements.


 


(A)                              as
soon as available, but in any event not later than the fifth Business Day after
the 90th day following the end of each fiscal year of SIRVA, Inc. ending on or
after December 31, 2004, a copy of the audited consolidated balance sheet
of SIRVA, Inc. and its consolidated Subsidiaries as at the end of such year and
the related audited consolidated statements of income and of cash flows for
such year, setting forth in each case in comparative form the figures for and
as of the end of the previous year, reported on without a “going concern” or
like qualification or exception, or qualification arising out of the scope of
the audit, by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing reasonably satisfactory to the
Agent (it being agreed that the furnishing of SIRVA, Inc.’s Annual Report on
Form 10-K for such year, as filed with the Securities and Exchange Commission,
will satisfy the Seller’s obligation under this Section 5.1(a)(i) with
respect to such year); 


 


(B)                                as
soon as available, but in any event not later than the fifth Business Day after
the 45th day following the end of each of the first three quarterly periods of
each fiscal year of SIRVA, Inc., the unaudited consolidated balance sheet of
SIRVA, Inc. and its consolidated Subsidiaries as at the end of such quarter and
the related unaudited consolidated statements of income and of cash flows of
SIRVA, Inc. and its consolidated Subsidiaries for such quarter and the portion
of the fiscal year through the end of such quarter, setting forth in each case
in comparative form the figures for the corresponding period of the previous
fiscal year, certified by a Designated Financial Officer of SIRVA, Inc. as
being fairly stated in all material respects (subject to normal year end audit
and other adjustments) (it being agreed that the furnishing of SIRVA, Inc.’s
Quarterly Report on Form 10-Q for such quarter, as filed with the Securities
and Exchange Commission, will satisfy the Seller’s obligations under this
Section 5.1(a)(ii) with respect to such quarter);


 


15

















 


(C)                                as
soon as available, but in any event not later than the fifth Business Day after
the 90th day following the end of each fiscal year of the Parent ending on or
after December 31, 2004 a copy of the audited consolidated balance sheet
of the Parent and its consolidated Subsidiaries as at the end of such year and
the related audited consolidated statements of income and of cash flows for
such year, setting forth in each case in comparative form the figures for and
as of the end of the previous year, reported on without a “going concern” or
like qualification or exception, or qualification arising out of the scope of
the audit, by PricewaterhouseCoopers LLP or other independent certified public
accountants of nationally recognized standing reasonably satisfactory to the
Agent; 


 


(D)                               as
soon as available, but in any event not later than the fifth Business Day after
the 45th day following the end of each of the first three quarterly periods of
each fiscal year of the Parent, the unaudited consolidated balance sheet of the
Parent and its consolidated Subsidiaries as at the end of such quarter and the
related unaudited consolidated statements of income and of cash flows of the
Parent and its consolidated Subsidiaries for such quarter and the portion of
the fiscal year through the end of such quarter, setting forth in each case in
comparative form the figures for the corresponding period of the previous
fiscal year, certified by a Designated Financial Officer of the Parent as being
fairly stated in all material respects (subject to normal year end audit and
other adjustments);


 


(E)                                 as
soon as available, but in any event not later than the fifth Business Day after
the 90th day following the end of each fiscal year of the Originator ending on
or after December 31, 2004 a copy of the unaudited balance sheet of the
Originator as at the end of such year and the related unaudited statements of
income and of cash flows for such year, setting forth in each case in
comparative form the figures for and as of the end of the previous year,
certified by a Designated Financial Officer of the Originator;


 


(F)                                 as
soon as available, but in any event not later than the fifth Business Day after
the 45th day following the end of each of the first three quarterly periods of
each fiscal year of the Originator, the unaudited consolidated balance sheet of
the Originator and its consolidated Subsidiaries as at the end of such quarter
and the related unaudited consolidated statements of income and of cash flows
of the Originator and its consolidated Subsidiaries for such quarter and the
portion of the fiscal year through the end of such quarter, setting forth in
each case in comparative form the figures for the corresponding period of the
previous fiscal year, certified by a Designated Financial Officer of the
Originator as being fairly stated in all material respects (subject to normal
year end audit and other adjustments); and


 


(G)                                as
soon as available, but in any event not later than the fifth Business Day after
the 90th day following the end of each fiscal year of the Seller ending on or
after December 31, 2004 a copy of the unaudited balance sheet of the
Seller as at the end of such year and the related unaudited statements of
income and of cash flows for such year, setting forth in each case in
comparative form the figures for and as of the end of the previous year,
certified by a Designated Financial Officer of the Seller; 


 


all such financial statements delivered
pursuant to Section 5.1(a)(i) to be (and, in the case of financial
statements delivered pursuant to Section 5.1(a)(i)(D), (E), (F) and (G)
shall be certified


 


16

















 


by a Designated Financial Officer of the
applicable SIRVA Entity as being) complete and correct in all material respects
in conformity with GAAP and to be (and, in the case of financial statements
delivered pursuant to Section 5.1(a)(i)(D), (E), (F) and (G) shall be
certified by a Designated Financial Officer of the applicable SIRVA Entity as
being) prepared in reasonable detail in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
that began on or after the date (except as approved by such accountants or
officer, as the case may be, and disclosed therein, and except, in the case of
the financial statements delivered pursuant to Section 5.1(a)(i)(B) and
(D), for the absence of certain notes).


 


(ii)                                  Officer’s
Certificate.  Each time
financial statements are furnished pursuant to subclause (C) or (D) of
Section 5.1(a)(i), a compliance certificate (in substantially the form of
Exhibit F) signed by a Designated Financial Officer, dated the date of
such financial statements, and containing a computation of each of the
financial ratios and restrictions contained herein;


 


(iii)                               Public
Reports.  Within 5 Business
Days after the same are filed, a copy of each report or proxy statement filed
by SIRVA, Inc. with the Securities Exchange Commission or any securities
exchange; and


 


(iv)                              Other
Information.  With reasonable
promptness, such other information relating to the SIRVA Entities, the
Receivables and the Obligors as may be reasonably requested by the Agent.


 


(b)                                 Notices.  Immediately upon becoming aware of any of
the following the Seller will notify the Agent and provide a description of:


 


(i)                                     Potential
Termination Events.  The
occurrence of any Potential Termination Event;


 


(ii)                                  Representations
and Warranties.  The failure
of any representation or warranty herein to be true (when made) in any material
respect;


 


(iii)                               Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding in which the amount involved
(not covered by insurance) is $5,000,000 or more or in which injunctive or
similar relief is sought that would reasonably be expected to have a Material
Adverse Effect;


 


(iv)                              Judgments.  The entry of any judgment or decree against
any SIRVA Entity if the aggregate amount (not covered by insurance) of all
judgments then outstanding against the SIRVA Entities exceeds $5,000,000; or


 


(v)                                 Changes in
Business.  Any change in, or
proposed change in, the character of the Seller’s or the Originator’s business
that could reasonably be expected to impair the collectibility or quality of
any Receivable.


 


If the Agent receives such a notice, the
Agent shall promptly give notice thereof to each Purchaser.


 


(c)                                  Conduct of
Business.  The Seller will
perform, and will cause each Subsidiary to perform, all actions necessary to
remain duly incorporated, validly existing and in good standing in its


 


17

















 


jurisdiction of organization and to maintain
all requisite authority to conduct its business in each jurisdiction in which
it conducts business except where failure to do so would not reasonably be
expected to have a Material Adverse Effect.


 


(d)                                 Compliance
with Laws.  The Seller will
comply, and will cause each Subsidiary to comply, with all laws, regulations,
judgments and other directions or orders imposed by any Governmental Authority
to which such Person or any Receivable or Collections may be subject except
where failure to do so would not reasonably be expected to have a Material
Adverse Effect.


 


(e)                                  Furnishing
Information and Inspection of Records.  The
Seller will furnish to the Agent and the Purchasers such Records concerning the
Receivables as the Agent or a Purchaser may reasonably request.  The Seller will permit, upon reasonable
notice, at any time during regular business hours, the Agent or any Purchaser
(or any representatives thereof) (i) to examine and make copies of all
Records, (ii) to visit the offices and properties of the Seller for the
purpose of examining the Records and (iii) to discuss matters relating
hereto with any of the Seller’s officers, directors, employees or independent
public accountants having knowledge of such matters.  The Agent may at any time (at the expense of the Seller) have an
independent public accounting firm conduct an audit of the Records or make test
verifications of the Receivables and Collections, provided that so long as no
Termination Event exists, the Agent shall not have more than one set of audit
and test verifications done in any calendar year.


 


(f)                                    Keeping
Records.  (i)  The
Seller will have and maintain (A) administrative and operating procedures
(including an ability to recreate Records necessary to service outstanding
Receivables and prepare reports required by the Transaction Documents if
originals are destroyed), (B) adequate facilities, personnel and equipment
and (C) all Records and other information reasonably necessary or
advisable for collecting the Receivables (including Records adequate to permit
the immediate identification of each Obligor, each new Receivable and all
Collections of, and adjustments to, each existing Receivable).  


 


(ii)                                  The
Seller will, at all times from and after the date hereof, clearly and
conspicuously mark (x) its files containing the Relocation Services Agreements
and the Relocating Employee Contracts and (y) its computer and master data
processing books and records, in each case with a legend describing the Agent’s
and the Purchasers’ interests therein.


 


(g)                                 Perfection.  (i)
Subject to the Permitted Exceptions, the Seller will, at its expense, promptly
execute and deliver all instruments and documents and take all action necessary
or reasonably requested by the Agent (including the execution and filing of
financing or continuation statements, amendments thereto or assignments
thereof) to enable the Agent to exercise and enforce all its rights hereunder
and to vest and maintain vested in the Agent a valid, first priority perfected
security interest in the Receivables, the Collections, and proceeds thereof
free and clear of any Adverse Claim (and a perfected ownership interest in the
Receivables and Collections to the extent of the Sold Interest).  The Agent is hereby authorized to file any
continuation statements, amendments thereto and assignments thereof.


 


(ii)                                  The
Seller will, and will cause the Originator to, only change its name, identity,
jurisdiction of organization or corporate structure or relocate its chief
executive office or the Records following


 


18

















 


thirty (30) days advance notice to the
Agent and the delivery to the Agent of all financing statements, instruments
and other documents (including direction letters and opinions) reasonably
requested by the Agent.


 


(iii)                               The
Seller and the Originator will at all times maintain its jurisdiction of
organization within a jurisdiction in the USA (other than in the states of
Florida, Maryland and Tennessee) in which Article 9 of the UCC is in
effect.  If the Seller or the Originator
moves its jurisdiction of organization to a location that imposes Taxes, fees
or other charges to perfect the Agent’s and the Purchasers’ interests hereunder
or the Seller’s interests under the Purchase Agreement, the Seller will pay all
such amounts and any other costs and expenses incurred in order to maintain the
enforceability of the Transaction Documents, the Sold Interest and the
interests of the Agent and the Purchasers in the Receivables and Collections.


 


(h)                                 Performance
of Duties.  The Seller will
perform its duties or obligations in accordance with the provisions of each of
the Transaction Documents.  The Seller
(at its expense) will (i) fully and timely perform in all material
respects all agreements required to be observed by it in connection with each
Receivable, (ii) comply in all material respects with the Credit and
Collection Policy, and (iii) refrain from any action that may impair the
rights of the Agent or the Purchasers in the Receivables or Collections.


 


(i)                                     Payments on
Receivables, Accounts.  The
Seller will at all times (commencing by July 10, 2004) instruct all
Origination Home Closing Agents to deliver payments on the Receivables out of
any sale of an Origination Home to the Collection Account.  The Seller will not make any change in its
payment instructions to any Obligor without prior notice to the Agent.  If any such payments or other Collections
are received by the Seller, the Originator or an incorrect account, it shall
hold such payments in trust for the benefit of the Agent and the Purchasers and
promptly (but in any event within three Business Days after receipt) remit such
funds into the Collection Account.  The
Seller will not permit the funds of any Affiliate to be deposited into the
Collection Account.  If such funds are
nevertheless deposited into the Collection Account, the Seller will promptly
identify such funds for segregation. 
The Seller will not, and will not permit any Servicer or other Person
to, commingle Collections or other funds to which the Agent or any Purchaser is
entitled with any other funds.  The
Seller shall not close the Collection Account, without the prior written
consent of the Agent.


 


(j)                                     Sales and
Adverse Claims Relating to Receivables. 
Except as otherwise provided herein, the Seller will not (by
operation of law or otherwise) dispose of or otherwise transfer, or create or
suffer to exist any Adverse Claim upon, any assets which may give rise to a
Receivable or any proceeds thereof.


 


(k)                                  Change in
Business or Credit and Collection Policy. 
The Seller will not make any material change in its business
or the Credit and Collection Policy without 30 days prior written notice to the
Agent and, if such proposed change would adversely affect the collectibility of
the Receivables or otherwise reasonably be expected to have a Material Adverse
Effect, the written consent of the Agent.


 


(l)                                     Purchase
Agreement; Subordinated Notes. 
The Seller will not amend or modify or grant any


 


19

















 


consent or waiver under the Purchase
Agreement or any Subordinated Note.


 


Section 5.2.                                Covenants
of the Servicer.  The Servicer
hereby covenants and agrees to comply with the following covenants and
agreements, unless the Agent shall otherwise consent:


 


(a)                                  Financial
Reporting.  The Servicer will
maintain a system of accounting established and administered in accordance with
GAAP and will furnish to the Agent:


 


(i)                                     Annual and
Quarterly Financial Statements.  The annual and quarterly financial statements and officer’s
certificates required to be delivered under Section 5.1(a)(i) and (ii)
within the time periods required thereunder; 


 


(ii)                                  Public
Reports.  Within five
Business Days after the same are filed, a copy of each report or proxy
statement filed by SIRVA, Inc. with the Securities Exchange Commission or any
securities exchange; and


 


(iii)                               Other
Information.  With reasonable
promptness, such other information relating to the SIRVA Entities, the
Receivables and the Obligors as may be reasonably requested by the Agent.


 


(b)                                 Notices.  Immediately upon becoming aware of any of
the following the Servicer will notify the Agent and provide a description of:


 


(i)                                     Potential
Termination Events, Trigger Events. 
The occurrence of any Potential Termination Event or Trigger Event;


 


(ii)                                  Representations
and Warranties.  The failure
of any representation or warranty herein to be true (when made) in any material
respect;


 


(iii)                               Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding in which the amount involved
(not covered by insurance) is $5,000,000 or more or in which injunctive or
similar relief is sought that would reasonably be expected to have a Material
Adverse Effect;


 


(iv)                              Judgments.  The entry of any judgment or decree against
any SIRVA Entity if the aggregate amount (not covered by insurance) of all
judgments then outstanding against the SIRVA Entities exceeds $5,000,000;


 


(v)                                 Changes in
Business.  Any change in, or
proposed change in, the character of the Seller’s or the Originator’s business
that could reasonably be expected to impair the collectibility or quality of
any Receivable; or


 


(vi)                              Relocation
Agreements.  The pending
expiration or termination of any Included Relocation Services Agreement, which
notice shall be given at least 10, and not more than 20, Business Days prior to
such expiration or termination.


 


If the Agent receives such a notice, the
Agent shall promptly give notice thereof to each Purchaser.


 


20

















 


(c)                                  Conduct of
Business.  The Servicer will
perform, and will cause each Subsidiary to perform, all actions necessary to
remain duly incorporated, validly existing and in good standing in its
jurisdiction of organization and to maintain all requisite authority to conduct
its business in each jurisdiction in which it conducts business except where
failure to do so would not reasonably be expected to have a Material Adverse
Effect.


 


(d)                                 Compliance
with Laws.  The Servicer will
comply, and will cause each Subsidiary to comply, with all laws, regulations,
judgments and other directions or orders imposed by any Governmental Authority
to which such Person or any Receivable or Collections may be subject except
where failure to do so would not reasonably be expected to have a Material
Adverse Effect.


 


(e)                                  Furnishing Information
and Inspection of Records.  The
Servicer will furnish to the Agent and the Purchasers such Records concerning
the Receivables as the Agent or a Purchaser may reasonably request.  The Servicer will permit, upon reasonable
notice, at any time during regular business hours, the Agent or any Purchaser
(or any representatives thereof) (i) to examine and make copies of all
Records, (ii) to visit the offices and properties of the Servicer for the
purpose of examining the Records and (iii) to discuss matters relating
hereto with any of the Servicer’s officers, directors, employees or independent
public accountants having knowledge of such matters.  The Agent may at any time (at the expense of the Servicer) have
an independent public accounting firm conduct an audit of the Records or make
test verifications of the Receivables and Collections, provided that so long as no
Termination Event exists, the Agent shall not have more than one audit and test
verifications done in any calendar year.


 


(f)                                    Keeping Records.  (i)  The Servicer will have
and maintain (A) administrative and operating procedures (including an
ability to recreate Records necessary to service outstanding Receivables and
prepare reports required by the Transaction Documents if originals are destroyed),
(B) adequate facilities, personnel and equipment and (C) all Records
and other information reasonably necessary or advisable for collecting the
Receivables (including Records adequate to permit the immediate identification
of each Obligor, each new Receivable and all Collections of, and adjustments
to, each existing Receivable).  


 


(ii)                                  The
Servicer will, at all times from and after the date hereof, clearly and
conspicuously mark its computer and master data processing books and records
with a legend describing the Agent’s and the Purchasers’ interests therein.


 


(g)                                 Performance
of Duties.  The Servicer will
perform, and will cause each Subsidiary to perform, its respective duties or
obligations in accordance with the provisions of each of the Transaction
Documents.  The Servicer (at its
expense) will (i) fully and timely perform in all material respects all
agreements required to be observed by it in connection with each Receivable,
(ii) comply in all material respects with the Credit and Collection Policy,
and (iii) refrain from any action that may impair the rights of the Agent
or the Purchasers in the Receivables or Collections.


 


(h)                                 Payments on
Receivables, Accounts.  The
Servicer will at all times (commencing by July 10, 2004) instruct all
Origination Home Closing Agents Obligors to deliver payments on the


 


21

















 


Receivables out of a sale of an Origination
Home directly to the Collection Account. 
The Servicer will not make any change in its payment instructions to any
Obligor without prior notice to the Agent. 
If any such payments or other Collections are received by the Servicer
or an incorrect account, it shall hold such payments in trust for the benefit
of the Agent and the Purchasers and promptly (but in any event within three
Business Days after receipt) remit such funds into the Collection Account.  The Servicer will not permit the funds of
any Affiliate to be deposited into the Collection Account.  If such funds are nevertheless deposited
into the Collection Account, the Servicer will promptly identify such funds for
segregation.  The Servicer will not, and
will not permit the Seller or other Person to, thereafter commingle Collections
or other funds to which the Agent or any Purchaser is entitled with any other
funds.  The Servicer shall not close the
Collection Account without the prior written consent of the Agent.


 


(i)                                     Sales and
Adverse Claims Relating to Receivables. 
Except as otherwise provided herein, the Servicer will not
(by operation of law or otherwise) dispose of or otherwise transfer, or create
or suffer to exist any Adverse Claim upon, any assets which may give rise to a
Receivable or any proceeds thereof.


 


(j)                                     Change in
Business or Credit and Collection Policy. 
The Servicer will not make any material change in its
business or the Credit and Collection Policy without 30 days prior written
notice to the Agent and, if such proposed change would adversely affect the
collectibility of the Receivables or otherwise reasonably be expected to have a
Material Adverse Effect, the written consent of the Agent.


 


(k)                                  Notices to
Employers.  With respect to
each Included Employer identified as a “Notice Employer” in Schedule III,
the Servicer will, (x) no later than July 7, 2004, provide a notice to
such Employer, in a form reasonably satisfactory to the Agent, as to the
assignments contemplated by the Transaction Documents, and (y) cause such
Employer to acknowledge such notice no later than July 30, 2004.


 


ARTICLE VI



INDEMNIFICATION


 


Section 6.1.                                Indemnities
by the Seller.  Without limiting any
other rights any such Person may have hereunder or under applicable law, the
Seller hereby indemnifies and holds harmless, on an after-Tax basis, the Agent
and each Purchaser and their respective officers, directors, agents and
employees (each an “Indemnified Party”) from and against any
and all damages, losses, claims, liabilities, penalties, Taxes, costs and
expenses (including attorneys’ fees and court costs) (all of the foregoing
collectively, the “Indemnified Losses”) at any time imposed on or incurred by
any Indemnified Party arising out of or otherwise relating to any Transaction
Document, the transactions contemplated thereby or the acquisition of any
portion of the Sold Interest, or any action taken or omitted by any of the
Indemnified Parties (including any action taken by the Agent as
attorney-in-fact for the Seller pursuant to Section 3.4(c)), whether
arising by reason of the acts to be performed by the Seller hereunder or
otherwise, excluding only Indemnified Losses to the extent (a) such
Indemnified Losses result from gross negligence or willful misconduct of the
Indemnified Party seeking indemnification, (b) such Indemnified Losses
result due to


 


22

















 


Receivables
being uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor or (c) such Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent or any
Purchaser (determined on the assumption that the transactions contemplated
hereby would constitute debt for tax purposes); provided, however, that
nothing contained in this sentence shall limit the liability of the Seller or
the Servicer or limit the recourse of the Agent and each Purchaser to the
Seller or the Servicer for any amounts otherwise specifically provided to be
paid by the Seller or the Servicer hereunder. 
Without limiting the foregoing indemnification, but subject to the limitations
set forth in clauses (a), (b) or (c) of the previous sentence, the Seller
shall indemnify each Indemnified Party for Indemnified Losses (including losses
in respect of uncollectible Receivables, regardless for these specific matters
whether reimbursement therefor would constitute recourse to the Seller or the
Servicer) relating to or resulting from:


 


(i)                                     any
representation or warranty made by the Seller or the Servicer (or any employee
or agent of the Seller or the Servicer) under or in connection with this
Agreement, any Periodic Report or any other information or report delivered by
the Seller or the Servicer pursuant hereto, which shall have been false or
incorrect in any material respect when made or deemed made;


 


(ii)                                  the
failure by the Seller or the Servicer to comply with any applicable law, rule
or regulation related to any Receivable, or the nonconformity of any Receivable
with any such applicable law, rule or regulation;


 


(iii)                               the
failure of the Seller to vest and maintain vested in the Agent, for the benefit
of the Agents and the Purchasers, a first priority perfected ownership or
security interest in the Sold Interest and the property conveyed pursuant to
Section 1.1(d) and Section 1.7 and the Related Assets, free and clear
of any Adverse Claim;


 


(iv)                              any
commingling of funds to which the Agent or any Purchaser is entitled hereunder
with any other funds;


 


(v)                                 any
failure of any Origination Home Closing Agent to comply with the terms of the
Servicer’s instruction to send Origination Home sale closing proceeds to the
Collection Account;


 


(vi)                              any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of the Obligor to the payment of any Receivable, or any other claim
resulting from the sale or lease of goods or the rendering of services related
to such Receivable or the furnishing or failure to furnish any such goods or
services or other similar claim or defense not arising from the financial
inability of any Obligor to pay undisputed indebtedness;


 


(vii)                           any
failure of the Seller or the Servicer to perform its duties or obligations in
accordance with the provisions of this Agreement, any other Transaction
Document or any Relocation Services Agreement to which the Seller or the
Servicer is a party (as Seller, Servicer or otherwise); 


 


(viii)                        any
tax or governmental fee or charge (other than franchise taxes and taxes on or
measured by the net income of any Purchaser), all interest and penalties
thereon or with respect thereto, and all out-of-pocket costs and expenses,
including the reasonable fees and expenses of counsel in


 


23

















 


defending against the same, which may arise
by reason of the purchase or ownership of the Receivables; or


 


(ix)                                any
environmental liability claim, products liability claim or personal injury or
property damage suit or other similar or related claim or action of whatever
sort, arising out of or in connection with any Receivable or any other suit,
claim or action of whatever sort relating to any of the Transaction Documents
(including without limitation with respect to investigation, laboratory and
consultants’ fees).


 


Section 6.2.                                Increased
Cost and Reduced Return.  By way of
clarification, and not of limitation, of Section 6.1, after the date
hereof if the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by the Agent or any Purchaser (collectively, the “Funding
Parties”) with any request or directive (whether or not having the
force of law) of any such Governmental Authority (a “Regulatory Change”)
(a) subjects any Funding Party to any charge or withholding on or in
connection with this Agreement or any other Transaction Document or any
Receivable, (b) changes the basis of taxation of payments to any of the
Funding Parties of any amounts payable under any of the Transaction Documents
(except for changes in the rate of Tax on the overall net income of such
Funding Party), (c) imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against
assets of, deposits with or for the account of, or any credit extended by, any
of the Funding Parties, (d) has the effect of reducing the rate of return
on such Funding Party’s capital to a level below that which such Funding Party
could have achieved but for such adoption, change or compliance (taking into
consideration such Funding Party’s policies concerning capital adequacy) or
(e) imposes any other condition, and the result of any of the foregoing is
(x) to impose a cost on, or increase the cost to, any Funding Party of its
commitment under any Transaction Document or of purchasing, maintaining or
funding any interest acquired under any Transaction Document, (y) to
reduce the amount of any sum received or receivable by, or to reduce the rate
of return of, any Funding Party under any Transaction Document or (z) to
require any payment calculated by reference to the amount of interests held or
amounts received by it hereunder, then, upon demand by the Agent, the Seller
shall pay to the Agent (with respect to amounts owed to it or any Purchaser in
its Purchaser) for the account of the Person such additional amounts as will
compensate the Agent or such Purchaser for such increased cost or
reduction.  For avoidance of doubt, any
interpretation of Accounting Research Bulletin No. 51 by the Financial
Accounting Standards Board shall constitute an adoption, change, request or
directive subject to this Section 6.2 hereof.


 


Section 6.3.                                Other
Costs and Expenses.  Also by way of
clarification, and not of limitation, of Section 6.1, the Seller shall pay
to the Agent (with respect to amounts owed to it or any Purchaser in its
Purchaser) on demand all reasonable costs and expenses in connection with
(a) the preparation, execution, delivery and administration (including
amendments of any provision) of the Transaction Documents, (b) the sale of
the Sold Interest, (c) the perfection of the Agent’s rights in the
Receivables, Collections and proceeds thereof, (d) the enforcement by the
Agent or the Purchasers of the obligations of the Seller under the Transaction
Documents or of any Obligor under a Receivable and (e) the maintenance by
the Agent of the Collection Account, including reasonable fees, costs and
expenses of legal counsel for the Agent relating to any of the foregoing


 


24

















 


or to advising
the Agent about its rights and remedies under any Transaction Document and all
reasonable costs and expenses (including reasonable counsel fees and expenses)
of the Agent or each Purchaser in connection with the administration or
enforcement of the Transaction Documents.


 


Section 6.4.                                Withholding
Taxes.  (a)  All payments made
by the Seller hereunder shall be made without withholding for or on account of
any present or future taxes (other than overall net income taxes on the
recipient).  If any such withholding is
so required, the Seller shall make the withholding, pay the amount withheld to
the appropriate authority before penalties attach thereto or interest accrues
thereon and pay such additional amount as may be necessary to ensure that the
net amount actually received by each Purchaser and the Agent free and clear of
such taxes (including such taxes on such additional amount) is equal to the
amount that Purchaser or Agent (as the case may be) would have received had
such withholding not been made.  If the
Agent or any Purchaser pays any such taxes, penalties or interest the Seller
shall reimburse the Agent or such Purchaser for that payment on demand.  If the Seller pays any such taxes, penalties
or interest, it shall deliver official tax receipts evidencing that payment or
certified copies thereof to the related Agent on whose account such withholding
was made (with a copy to the Agent if not the recipient of the original) on or
before the thirtieth day after payment.


 


(b)                                 Before
the first date on which any amount is payable hereunder for the account of any
Purchaser not incorporated under the laws of the United States such Purchaser
shall deliver to the Seller and the Agent each two (2) duly completed
copies of United States Internal Revenue Service Form W-8ECl or W-8BEN (or
successor applicable form) certifying that such Purchaser is entitled to
receive payments hereunder without deduction or withholding of any United
States federal income taxes.  Each such
Purchaser shall replace or update such forms when necessary to maintain any
applicable exemption and as requested by the Agent or the Seller.


 


Section 6.5.                                Payments
and Allocations.  If any Person
seeks compensation pursuant to this Article VI, such Person shall deliver
to the Seller and the Agent a certificate setting forth the amount due to such
Person, a description of the circumstance giving rise thereto and the basis of
the calculations of such amount, which certificate shall be presumed to be
correct absent manifest error.  The
Seller shall pay to the Agent (with respect to amounts owed to it) or the
applicable Agent (with respect to amounts owed to it or any Purchaser in its
Purchaser), for the account of such Person, the amount shown as due on any such
certificate within 10 Business Days after receipt of the notice.


 


ARTICLE VII



CONDITIONS PRECEDENT


 


Section 7.1.                                Conditions
to Closing.  This Agreement shall
become effective on the first date all conditions in this Section 7.1 are
satisfied.  On or before such date, the
Seller shall deliver to the Agent the following documents in form, substance
and quantity reasonably acceptable to the Agent, as applicable:


 


(a)                                  All
instruments and other documents required, or deemed desirable by the Agent, to
perfect the Agent’s first priority interest in the Receivables, Collections and
proceeds thereof in all


 


25

















 


appropriate jurisdictions (subject to the
Permitted Exceptions).


 


(b)                                 Favorable
opinions of counsel to each SIRVA Entity covering such matters as the Agent may
request.


 


(c)                                  The
fully executed Guaranty and Purchase Agreement.


 


(d)                                 Evidence of the making
of a capital contribution in the amount of $9,700,000 from RS Acquisition
Holding, LLC to the Seller.


 


(e)                                  Such other approvals,
opinions or documents as the Agent or any Purchaser may reasonably request.


 


Section 7.2.                                Conditions
to Each Purchase.  The obligation of
each Purchaser to make any Purchase, and the right of the Seller to request or
accept any Purchase, are subject to the conditions (and each Purchase shall
evidence the Seller’s representation and warranty that clauses (a)-(e) of
this Section 7.2 have been satisfied) that on the date of such Purchase
before and after giving effect to the Purchase:


 


(a)                                  no
Potential Termination Event shall then exist or shall occur as a result of the
Purchase;


 


(b)                                 the
Termination Date has not occurred;


 


(c)                                  after
giving effect to the application of the proceeds of such Purchase, (x) the
outstanding Matured Aggregate Investment would not exceed the Aggregate
Commitment, (y) the outstanding Aggregate Investment would not exceed the
Purchase Limit and (z) the aggregate Matured Value of the Investments of a
Purchaser would not exceed the Commitment of such Purchaser;


 


(d)                                 the
representations and warranties in Article IV hereof and Section 4 of
the Purchase Agreement are true and correct on and as of such date (except to
the extent such representations and warranties relate solely to an earlier date
and then as of such earlier date);


 


(e)                                  each
SIRVA Entity is in full compliance with the Transaction Documents (including
all covenants and agreements in Article(s) II, III and V);


 


(f)                                    the
Agent shall have received the Incremental Purchase Request and the Document
Schedule, and the Custodian shall have received the Specified Documents and
Document Schedule, required by Sections 1.1(c) and 2.1(a);


 


(g)                                 the
Guaranty has not been disaffirmed; and


 


(h)                                 all
legal matters related to the Purchase are satisfactory to the Purchasers.


 


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ARTICLE VIII



THE AGENT


 


Section 8.1.                                Appointment
and Authorization.  (a)  Each
Purchaser hereby irrevocably designates and appoints LaSalle Bank National
Association as the “Agent” hereunder and authorizes the Agent
to take such actions and to exercise such powers as are delegated to the Agent
hereby and to exercise such other powers as are reasonably incidental
thereto.  The Agent shall hold, in its
name, for the benefit of each Purchaser, the Purchase Interest of such
Purchaser.  The Agent shall not have any
duties other than those expressly set forth herein or any fiduciary
relationship with any Purchaser, and no implied obligations or liabilities
shall be read into this Agreement, or otherwise exist, against the Agent.  The Agent does not assume, nor shall it be
deemed to have assumed, any obligation to, or relationship of trust or agency
with, the Seller.  Notwithstanding any
provision of this Agreement or any other Transaction Document, in no event
shall the Agent ever be required to take any action which exposes the Agent to
personal liability or which is contrary to the provision of any Transaction
Document or applicable law.


 


(b)                                 Each
Purchaser hereby irrevocably designates and appoints the respective institution
identified on the applicable signature page hereto or in the related Transfer
Supplement (as applicable) as its Agent hereunder, and each authorizes such
Agent to take such action on its behalf under the provisions of this Agreement
and to exercise such powers and perform such duties as are expressly delegated
to such Agent by the terms of this Agreement, if any, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser or other Agent and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
such Agent shall be read into this Agreement or otherwise exist against such
Agent.


 


(c)                                  Except
as otherwise specifically provided in this Agreement, the provisions of this
Article VIII are solely for the benefit of the Agent and the Purchasers,
and none of the Seller or any Servicer shall have any rights as a third-party
beneficiary or otherwise under any of the provisions of this Article VIII.


 


(d)                                 In
performing its functions and duties hereunder, the Agent shall act solely as
the agent of the Purchasers and does not assume nor shall be deemed to have
assumed any obligation or relationship of trust or agency with or for the
Seller or Servicer or any of their successors and assigns. 


 


Section 8.2.                                Delegation
of Duties.  The Agent may execute
any of its duties through agents or attorneys-in-fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties.  The Agent shall not be responsible to any
Purchaser for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.


 


Section 8.3.                                Exculpatory
Provisions.  None of the Agent or
any of their respective directors, officers, agents or employees shall be
liable for any action taken or omitted (i) with the consent or at the
direction of the Agent or (ii) in the absence of such Persons gross
negligence or willful misconduct.  The
Agent shall not be responsible to any Purchaser or other Person for any
recitals, representations, warranties or other statements made by any SIRVA
Entity or any of their Affiliates, (ii) the value, validity,
effectiveness, genuineness, enforceability or sufficiency of any Transaction
Document, (iii) any failure of any SIRVA Entity or any of their Affiliates
to perform any obligation or


 


27

















 


(iv) the
satisfaction of any condition specified in Article VII.  The Agent shall not have any obligation to
any Agent or any Purchaser to ascertain or inquire about the observance or
performance of any agreement contained in any Transaction Document or to
inspect the properties, books or records of any SIRVA Entity or any of their
Affiliates.


 


Section 8.4.                                Reliance
by Agent.  (a)  The Agent shall
in all cases be entitled to rely, and shall be fully protected in relying, upon
any document, other writing or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person and upon
advice and statements of legal counsel (including counsel to the Seller),
independent accountants and other experts selected by the Agent.  The Agent shall in all cases be fully
justified in failing or refusing to take any action under any Transaction
Document unless it shall first receive such advice or concurrence of the
Purchasers, and assurance of its indemnification, as it deems appropriate.


 


(b)                                 The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement in accordance with a request of the Purchasers,
and such request and any action taken or failure to act pursuant thereto shall
be binding upon all Purchasers.


 


(c)                                  Purchasers
holding more than 50% of the Commitments (each, a “Voting Block”), shall be
required to request or direct the Agent to take action, or refrain from taking
action, under this Agreement on behalf of the Purchasers.  The Agent shall in all cases be fully protected
in acting, or in refraining from acting, under this Agreement in accordance
with a request of the Voting Block, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all Purchasers.


 


(d)                                 Unless
otherwise advised in writing by the Agent or by any Purchaser, each party to
this Agreement may assume that (i) the Agent is acting for the benefit of
each of the Purchasers, as well as for the benefit of each assignee or other
transferee from any such Person, and (ii) each action taken by the Agent
has been duly authorized and approved by all necessary action on the part of
the Purchasers.  The Purchasers shall
have the right to designate a new Agent to act on its behalf and on behalf of
its assignees and transferees for purposes of this Agreement by giving to the
Agent written notice thereof signed by such Purchaser(s) and the newly
designated Agent. Such notice shall be effective when receipt thereof is
acknowledged by the Agent, which acknowledgment the Agent shall not
unreasonably delay giving, and thereafter the party named as such therein shall
be Agent under this Agreement.  The
Agent and the Purchasers shall agree amongst themselves as to the circumstances
and procedures for removal and resignation of the Agent. 


 


Section 8.5.                                Assumed
Payments.  Unless the Agent shall
have received notice from a Purchaser before the date of any Incremental
Purchase that the Purchaser will not make available to the Agent (in the case
of an Incremental Purchase) the amount it is scheduled to remit as part of such
Incremental Purchase, the Agent may assume such Purchaser has made such amount
available to the Agent when due (an “Assumed Payment”) and, in reliance upon
such assumption, the Agent may (but shall have no obligation to) make available
such amount to the appropriate Person. 
If and to the extent that any Purchaser shall not have made its Assumed
Payment available to the Agent, such Purchaser and the Seller hereby agree to
pay the Agent forthwith on demand such unpaid portion of such Assumed Payment
up to the amount of funds actually paid by the Agent, together with


 


28

















 


interest
thereon for each day from the date of such payment by the Agent until the date
the requisite amount is repaid to the Agent, at a rate per annum equal to
(i) for the first five Business Days after such payment was due, the
Agent’s cost of funds (as reasonably determined by the Agent) and
(ii) thereafter (until the date the requisite amount is repaid to the Agent),
the Federal Funds Rate plus 2%.


 


Section 8.6.                                Notice
of Termination Events.  The Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Potential Termination Event unless the Agent has received notice from any
Purchaser or the Seller stating that a Potential Termination Event has occurred
hereunder and describing such Potential Termination Event.  In the event that the Agent receives such a
notice, it shall promptly give notice thereof to each Agent.  The Agent shall take such action concerning
a Potential Termination Event as may be directed by the Voting Block (or, if
otherwise required for such action, all of the Purchasers), but until the Agent
receives such directions, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, as the Agent deems advisable and in
the best interests of the Purchasers and Agent.


 


Section 8.7.                                Non-Reliance
on Agent and Other Purchasers.  Each
Purchaser expressly acknowledges that none of the Agent, any other Purchaser or
any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
it and that no act by the Agent hereafter taken, including any review of the
affairs of the Seller or the Originator, shall be deemed to constitute any
representation or warranty by the Agent, as applicable.  Each Purchaser represents and warrants to
the Agent that, independently and without reliance upon the Agent or any other
Purchaser and based on such documents and information as it has deemed
appropriate, it has made and will continue to make its own appraisal of and
investigation into the business, operations, property, prospects, financial and
other conditions and creditworthiness of the SIRVA Entities and the Receivables
and its own decision to enter into this Agreement and to take, or omit, action
under any Transaction Document.  The
Agent shall deliver each month to each Purchaser a copy of the Periodic
Report(s) received covering the preceding calendar month.  Except for items specifically required to be
delivered hereunder, the Agent shall not have any duty or responsibility to
provide any Purchaser with any information concerning any SIRVA Entity or any
of their Affiliates that comes into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.


 


Section 8.8.                                Agents
and Affiliates.  Each of the
Purchasers and the Agent and their respective Affiliates may extend credit to,
accept deposits from and generally engage in any kind of banking, trust, debt,
entity or other business with any SIRVA Entity or any of its Affiliates and
LaSalle may exercise or refrain from exercising its rights and powers as if it
were not the Agent.  With respect to the
acquisition of the Receivables pursuant to this Agreement, the Agent shall have
the same rights and powers under this Agreement as any Purchaser and may
exercise the same as though it were not such an agent, and the terms “Purchaser”
and “Purchasers”
shall include the Agent in its individual capacity.


 


Section 8.9.                                Indemnification.  Each Purchaser shall indemnify and hold
harmless the Agent and its officers, directors, employees, representatives and
agents (to the extent not reimbursed by any SIRVA Entity and without limiting
the obligation of any SIRVA Entity to do so), ratably in accordance with its
Ratable Share from and against any and all liabilities, obligations, losses,
damages,


 


29

















 


penalties, judgments,
settlements, costs, expenses and disbursements of any kind whatsoever
(including in connection with any investigative or threatened proceeding,
whether or not the Agent or such Person shall be designated a party thereto)
that may at any time be imposed on, incurred by or asserted against the Agent
or such Person as a result of, or related to, any of the transactions
contemplated by the Transaction Documents or the execution, delivery or
performance of the Transaction Documents or any other document furnished in
connection therewith (but excluding any such liabilities, obligations, losses,
damages, penalties, judgments, settlements, costs, expenses or disbursements
resulting solely from the gross negligence or willful misconduct of the Agent
or such Person as finally determined by a court of competent jurisdiction).


 


Section 8.10.                         Successor
Agent.  The Agent may, upon at least
forty-five (45) days notice to the Seller and each Purchaser, resign as
Agent.  Such resignation shall not
become effective until a successor agent is appointed by the Agent and has
accepted such appointment.  Upon such
acceptance of its appointment as Agent hereunder by a successor Agent, such
successor Agent shall succeed to and become vested with all the rights and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under the Transaction Documents.  After any retiring Agent’s resignation
hereunder, the provisions of Article VI and this Article VIII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Agent.


 


ARTICLE IX



MISCELLANEOUS


 


Section 9.1.                                Termination.  Each Purchaser shall cease to be a party
hereto when the Termination Date has occurred, such Purchaser holds no
Investment and all amounts payable to it hereunder have been indefeasibly paid
in full.  This Agreement shall terminate
following the Termination Date when no Investment is held by a Purchaser and
all other amounts payable hereunder have been indefeasibly paid in full, but
the rights and remedies of the Agent and each Purchaser concerning any
representation, warranty or covenant made, or deemed to be made, by the Seller
and under Article VI and Section 8.9 shall survive such termination.


 


Section 9.2.                                Notices.  Unless otherwise specified, all notices and
other communications hereunder shall be in writing (including by telecopier or
other facsimile communication), given to the appropriate Person at its address
or telecopy number set forth on the signature pages hereof or at such other
address or telecopy number as such Person may specify, and effective when
received at the address specified by such Person.  Each party hereto, however, authorizes the Agent to act on
telephone notices of Purchases and Discount Rate and Tranche Period selections
from any person the Agent in good faith believes to be acting on behalf of the
relevant party and, at the Agent’s option, to tape record any such telephone
conversation.  Each party hereto agrees
to deliver promptly to the Agent a confirmation of each telephone notice given
or received by such party (signed by an authorized officer of such party), but  the
absence of such confirmation shall not affect the validity of the telephone
notice.  The Agent’s records of all such
conversations shall be deemed correct and, if the confirmation of a
conversation differs in any material respect from the action taken by the
Agent, the records of the Agent shall govern absent manifest error.  The number of days for any advance notice
required hereunder may be waived (orally or in writing)


 


30

















 


by the Person
receiving such notice and, in the case of notices to the Agent, the consent of
each Person to which the Agent is required to forward such notice.


 


Section 9.3.                                Payments
and Computations.  Notwithstanding
anything herein to the contrary, any amounts to be paid or transferred by the
Seller or the Servicer to, or for the benefit of, any Purchaser or any other
Person shall be paid or transferred to the Agent or the appropriate Agent, as
specified herein.  All amounts to be
paid or deposited hereunder shall be paid or transferred on the day when due in
immediately available Dollars (and, if due from the Seller or Servicer, by
11:00 a.m. (Chicago time), with amounts received after such time being
deemed paid on the Business Day following such receipt).  The Seller hereby authorizes the Agent to
debit the Seller Account for application to any amounts owed by the Seller hereunder.  The Seller shall, to the extent permitted by
law, pay to each Agent upon demand, for the account of the applicable Person,
interest on all amounts not paid or transferred by the Seller or the Servicer
when due hereunder at a rate equal to the Prime Rate plus 2% calculated from
the date any such amount became due until the date paid in full.  Any payment or other transfer of funds
scheduled to be made on a day that is not a Business Day shall be made on the
next Business Day, and any Discount Rate or interest rate accruing on such
amount to be paid or transferred shall continue to accrue to such next Business
Day.  All computations of interest,
fees, and Discount shall be calculated for the actual days elapsed based on a
360 day year.


 


Section 9.4.                                Sharing
of Recoveries.  Each Purchaser agrees
that if it receives any recovery, through set-off, judicial action or
otherwise, on any amount payable or recoverable hereunder in a greater
proportion than should have been received hereunder or otherwise inconsistent
with the provisions hereof, then the recipient of such recovery shall purchase
for cash an interest in amounts owing to the other Purchasers (as return of
Investment or otherwise), without representation or warranty except for the
representation and warranty that such interest is being sold by each such other
Purchaser free and clear of any Adverse Claim created or granted by such other
Purchaser, in the amount necessary to create proportional participation by the
Purchasers in such recovery (as if such recovery were distributed pursuant to
Section 1.9).  If all or any
portion of such amount is thereafter recovered from the recipient, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.


 


Section 9.5.                                Right
of Setoff.  Subject to
Section 9.4, each Purchaser is hereby authorized (in addition to any other
rights it may have) to setoff, appropriate and apply (without presentment,
demand, protest or other notice which are hereby expressly waived) any deposits
and any other indebtedness held or owing by such Purchaser (including by any
branches or agencies of such Purchaser) to, or for the account of, the Seller
against amounts owing by the Seller hereunder (even if contingent or
unmatured).


 


Section 9.6.                                Amendments.  Except as otherwise expressly provided
herein, no amendment or waiver hereof shall be effective unless signed by the
Seller, the Servicer and the Agent.  In
addition, no amendment of any Transaction Document shall, without the consent
of (a) all the Purchasers, (i) extend the Termination Date or the
date of any payment or transfer of Collections by the Seller to the Servicer or
by the Servicer to the Agent, (ii) reduce the rate or extend the time of
payment of Discount for any Eurodollar Tranche or Prime Tranche, (iii) reduce
or extend the time of payment of any fee payable to the Purchasers,
(iv) except as provided herein, release,


 


31

















 


transfer or
modify any Purchaser’s Purchase Interest or change any Commitment, (v) amend
the definition of Agent, subsections (b), (e) and (f) in the definition of
Termination Event or Section 1.1, 1.2, 1.4, 1.6, 1.8, 7.2 or 9.6,
Article VI, or any obligation of any SIRVA Entity thereunder,
(vi) consent to the assignment or transfer by the Seller or the Originator
of any interest in the Receivables other than transfers permitted under the
Transaction Documents or permit any SIRVA Entity to transfer any of its
obligations under any Transaction Document except as expressly contemplated by
the terms of the Transaction Documents, or (vii) amend any defined term
relevant to the restrictions in clauses (i) through (vi) in a manner which
would circumvent the intention of such restrictions or (b) the Agent,
amend any provision hereof if the effect thereof is to affect the indemnities
to, or the rights or duties of, the Agent or to reduce any fee payable for the
Agent’s own account.  Notwithstanding
the foregoing, the amount of any fee or other payment due and payable from the
Seller or the Servicer to the Agent (for its own account), any Agent or any
Purchaser may be changed or otherwise adjusted solely with the consent of the
Seller and the party to which such payment is payable.  Any amendment hereof shall apply to each
Purchaser equally and shall be binding upon the Seller, the Servicer, the
Purchasers, and the Agent.


 


Section 9.7.                                Waivers.  No failure or delay of the Agent or any
Purchaser in exercising any power, right, privilege or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right, privilege or remedy preclude any other or further exercise
thereof or the exercise of any other power, right, privilege or remedy.  Any waiver hereof shall be effective only in
the specific instance and for the specific purpose for which such waiver was
given.  After any waiver, the Seller,
the Purchasers and the Agent shall be restored to their former position and
rights and any Potential Termination Event waived shall be deemed to be cured
and not continuing, but no such waiver shall extend to (or impair any right
consequent upon) any subsequent or other Potential Termination Event.  Any additional Discount that has accrued
after a Termination Event before the execution of a waiver thereof, solely as a
result of the occurrence of such Termination Event, may be waived by the Agent
at the direction of the Purchaser entitled thereto.


 


Section 9.8.                                Successors
and Assigns; Participations; Assignments. 


 


(a)                                  Successors
and Assigns.  This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. 
Except as otherwise provided herein, neither the Seller nor the Servicer
may assign or transfer any of its rights or delegate any of its duties without
obtaining the prior consent of the Agent and the Purchasers.  Any Purchaser may from time to time sell to
any other existing Purchasers all or any portion of its Investment.


 


(b)                                 Participations.
 Any Purchaser may sell to
one or more Persons (each a “Participant”) participating interests in
the interests of such Purchaser hereunder. 
Such Purchaser shall remain solely responsible for performing its
obligations hereunder, and the Seller, the Servicer and the Agent shall continue
to deal solely and directly with such Purchaser in connection with such
Purchaser’s rights and obligations hereunder. 
Each Participant shall be entitled to the benefits of Article VI
and shall have the right of setoff through its participation in amounts owing
hereunder to the same extent as if it were a Purchaser hereunder, which right
of setoff is subject to such Participant’s obligation to share with the
Purchasers as provided in Section 9.4. 
A Purchaser


 


32

















 


shall not agree with a Participant to
restrict such Purchaser’s right to agree to any amendment hereto, except
amendments described in clause (a) of Section 9.6.


 


(c)                                  Assignments
by Purchasers.  Any Purchaser
may assign to one or more Persons (“Purchasing Purchasers”), acceptable to
the Agent in its sole discretion and, prior to the occurrence of a Termination
Event, subject to the prior written consent of the Seller (which consent will
not be unreasonably withheld) any portion of its Commitment as a Purchaser
hereunder and Purchase Interest pursuant to a supplement hereto (a “Transfer
Supplement”) in form satisfactory to the Agent executed by each such
Purchasing Purchaser, such selling Purchaser and the Agent.  Any such assignment by a Purchaser must be
for an amount of at least $5,000,000 or, if less, 100% of the assigning
Purchaser’s Commitment.  Each Purchasing
Purchaser shall pay a fee of $4,000 to the Agent.  Any partial assignment shall be an assignment of an identical
percentage of such selling Purchaser Investment and its Commitment.  Upon the execution and delivery to the Agent
of the Transfer Supplement and payment by the Purchasing Purchaser to the
selling Purchaser of the agreed purchase price, such selling Purchaser shall be
released from its obligations hereunder to the extent of such assignment and
such Purchasing Purchaser shall for all purposes be a Purchaser party hereto
and shall have all the rights and obligations of a Purchaser hereunder to the
same extent as if it were an original party hereto with a Commitment as a
Purchaser and Investment described in the Transfer Supplement.


 


Section 9.9.                                Confidentiality.  The Seller and the Servicer will, and will
cause Parent to, agree to hold the Transaction Documents or any other
confidential or proprietary information of the Agent or Purchasers received in
connection therewith in confidence and agree not to provide any Person with
copies of any Transaction Document or such other confidential or proprietary
information other than to (i) any officers, directors, members, managers,
employees or outside accountants, auditors or attorneys thereof, (ii) any
prospective or actual assignee or participant which (in each case) has signed a
confidentiality agreement satisfactory to the Agent, (iii) Governmental
Authorities with appropriate jurisdiction and (iv) any Rating Agency.  The Agent and each Purchaser will agree to
hold any other confidential or proprietary information of the Originator
received in connection with the Transaction Documents in confidence and agree
not to provide any Person with copies of such other confidential or proprietary
information other than to (i) any officers, directors, members, managers,
employees or outside accountants, auditors or attorneys of the Agent and the
Purchasers, (ii) any prospective or actual assignee or participant which
(in each case) has signed a confidentiality agreement satisfactory to the Agent
and Originator, (iii) Governmental Authorities with appropriate
jurisdiction and (iv) any Rating Agency. 
Notwithstanding the above stated obligations, the parties hereto will
not be liable for disclosure or use of such information which such Person can
establish by tangible evidence: (i) was required by law, including
pursuant to a subpoena or other legal process, (ii) was in such Person’s
possession or known to such Person prior to receipt or (iii) is or becomes
known to the public through disclosure in a printed publication (without breach
of any of such Person’s obligations hereunder).


 


Section 9.10.                         Headings;
Counterparts.  Article and
Section Headings in this Agreement are for reference only and shall not
affect the construction of this Agreement. 
This Agreement may be executed by different parties on any number of
counterparts, each of which shall constitute an original and all of which, taken
together, shall constitute one and the same agreement.


 


33

















 


Section 9.11.                         Cumulative
Rights and Severability.  All rights
and remedies of the Purchasers and Agent hereunder shall be cumulative and
non-exclusive of any rights or remedies such Persons have under law or
otherwise.  Any provision hereof that is
prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting such
provision in any other jurisdiction.


 


Section 9.12.                         Governing
Law; Submission to Jurisdiction. 
This Agreement shall be governed by, and construed in accordance with,
the internal laws (and not the law of conflicts) of the State of Illinois.  The Seller and the Servicer hereby submit to
the nonexclusive jurisdiction of the United States District Court for the
Northern District of Illinois and of any Illinois state court sitting in Chicago,
Illinois for purposes of all legal proceedings arising out of, or relating to,
the Transaction Documents or the transactions contemplated thereby.  The Seller and the Servicer hereby
irrevocably waive, to the fullest extent permitted by law, any objection they
may now or hereafter have to the venue of any such proceeding and any claim
that any such proceeding has been brought in an inconvenient forum.  Nothing in this Section 9.12 shall
affect the right of the Agent or any Purchaser to bring any action or
proceeding against the Seller or its property in the courts of other
jurisdictions.


 


Section 9.13.                         Waiver
of Trial by Jury.  TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH OF THE SELLER AND THE SERVICER HERETO
IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR
ANY MATTER ARISING THEREUNDER.


 


Section 9.14.                         Entire
Agreement.  The Transaction
Documents constitute the entire understanding of the parties thereto concerning
the subject matter thereof.  Any
previous or contemporaneous agreements, whether written or oral, concerning
such matters are superseded thereby.


 


Section 9.15.                         USA
PATRIOT Act Notice.  Each Purchaser
that is subject to the Act (as hereinafter defined) and the Agent (for itself
and not on behalf of any Purchaser) hereby notifies the Seller and the Servicer
that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is
required to obtain, verify and record information that identifies the Seller
and the Servicer, which information includes the name and address of each of
the Seller and the Servicer and other information that will allow such
Purchaser or the Agent, as applicable, to identify the Seller and the Servicer
in accordance with the Act.


 


34

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed and delivered by their duly authorized
officers as of the date hereof.


 


 


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent and Purchaser

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  135 South LaSalle Street

  
	
   

  	
   

  	
  Chicago, Illinois  60674

  
	
   

  	
   

  	
  Attention: June Courtney

  
	
   

  	
  Phone:

  	
  312-904-8948

  
	
   

  	
  Fax:

  	
  312-904-4483

  
								



 


Signature Page to

Receivables Sale Agreement


 

















 


	
   

  	
  SIRVA RELOCATION CREDIT, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  700 Oakmont Lane

  
	
   

  	
   

  	
  Westmont, Illinois  60559

  
	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  
	
   

  	
  Phone:

  	
  630-468-4715

  
	
   

  	
  Fax:

  	
  630-468-4710

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA RELOCATION LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
  700 Oakmont Lane

  
	
   

  	
   

  	
  Westmont, Illinois  60559

  
	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  
	
   

  	
  Phone:

  	
  630-468-4715

  
	
   

  	
  Fax:

  	
  630-468-4710

  
								



 

















 


SCHEDULE I

DEFINITIONS


 


The following terms have the meanings set
forth, or referred to, below:


 


“Acquisition Costs” means, with respect to an
Origination Home, all costs paid in preparing to acquire such Origination Home
pursuant to a Relocation Service Agreement and in preparing the Origination
Home Purchase Contract, including, without limitation, appraisal fees, title
search fees and inspection fees.


 


“Advance Employer Payment” means an amount
paid or to be paid by an Employer pursuant to a Relocation Services Agreement
for application to existing or future Receivables with respect to an
Origination Home.


 


“Adverse Claim” means, for any asset or
property of a Person, a lien, security interest, charge, mortgage, pledge,
hypothecation, assignment or encumbrance, or any other right or claim, in, of
or on such asset or property in favor of any other Person, except those in
favor of the Agent.


 


“Affiliate” means, for any Person, any other
Person which, directly or indirectly, is in control of, is controlled by, or is
under common control with such Person. 
For purposes of this definition, “control” means the power, directly or
indirectly, to either (i) vote ten percent (10%) or more of the securities
having ordinary voting power for the election of directors of a Person or
(ii) cause the direction of the management and policies of a Person.


 


“Aged Receivables Ratio” means, as of any
date, the ratio of (a) the aggregate outstanding balance of all Receivables
that have been funded by the Originator more than 180 days prior to such date
to (b) the aggregate outstanding balance of all Receivables as of such date.


 


“Agent” is defined in the first paragraph
hereof.


 


“Aggregate Commitment” means the aggregate of
all Commitments of each Purchaser, as such amount may be reduced pursuant to
Section 1.5.


 


“Aggregate Investment” means the sum of the
Investments of all Purchasers.


 


“Applicable Margin” has the meaning assigned
thereto in the Fee Letter.


 


“Appraised Value” with respect to an
Origination Home means the “fair market value” thereof for purposes of an
Origination Home Purchase Contract as determined in accordance with the
applicable Relocation Services Agreement.


 


“Available Funds” means, with respect to any
date, the sum of the following amounts, without duplication:  (i) all Collections received by the Seller,
the Servicer or the Servicer, or otherwise deposited in the Collection Account
or the Investment Account, and not yet applied pursuant to the terms hereof,
(ii) all income from investment or amounts held in the Collection


 


I-1

















 


Account or the Investment
Account, and (iii) all other proceeds of the Receivables, to the extent
received by the Seller, the Servicer, LaSalle or the Agent.


 


“Bankruptcy Event” means, for any Person, that
(a) such Person makes a general assignment for the benefit of creditors or
any proceeding is instituted by or against such Person seeking to adjudicate it
bankrupt or insolvent, or seeking the liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a
receiver, trustee or other similar official for it or any substantial part of
its property or (b) such Person takes any corporate action to authorize
any such action.


 


“Billed Receivable” means any Receivable which
has been billed to an Employer.


 


“Business Day” means any day other than
(a) a Saturday, Sunday or other day on which banks in Chicago, Illinois
are authorized or required to close, (b) a holiday on the Federal Reserve
calendar and, (c) solely for matters relating to a Eurodollar Tranche, a
day on which dealings in Dollars are not carried on in the London interbank
market.


 


“Charge-Off” means any Receivable that has or
should have been (in accordance with the Credit and Collection Policy)
charged-off or written-off by the Seller for reasons relating to the bad credit
of the related Obligor.


 


“Collection” means any amount paid, or deemed
paid, on a Receivable, including, without limitation, (i) the proceeds of the
sale of an Origination Home and other proceeds of Related Assets, or (ii) by
the Seller under Section 1.4(b).


 


“Collection Account” means that certain
segregated deposit account number 5800691387 maintained by the Agent in the
name of the Agent, or such other account as is designated by the Agent.


 


“Commitment” means, for each Purchaser, the
amount set forth on Schedule II for such Purchaser, in each case as adjusted
in accordance with Sections 1.5 and 9.8.


 


“Commitment Percentage” means, for each
Purchaser, the Commitment for such Purchaser divided by the Commitment of all
Purchasers.  


 


“Concentration Limit” means (i) for a Special
Obligor, its Special Obligor Limit, and (ii) for Employers other than Special
Obligors, the percentages of the Eligible Receivables Balance set forth in the
table below based upon the higher of the long-term unsecured senior debt
ratings of such Obligors from Moody’s or S&P:


 


	
  MOODY’S RATING

  	
   

  	
  S&P
  RATING

  	
   

  	
  CONCENTRATION
  LIMIT (% OF

  ELIGIBLE RECEIVABLES

  BALANCE)

  	
   

  
	
  Aa3 or higher

  	
   

  	
  AA- or higher

  	
   

  	
  40

  	
  %

  
	
  A3 to A1

  	
   

  	
  A- to A+

  	
   

  	
  30

  	
  %

  
	
  Baa2 to Baa1

  	
   

  	
  BBB to BBB+

  	
   

  	
  20

  	
  %

  
	
  Baa3

  	
   

  	
  BBB-

  	
   

  	
  10

  	
  %

  
	
  Below Baa3 or no rating

  	
   

  	
  Below BBB- or no rating

  	
   

  	
  5

  	
  %

  



 


I-2

















 


If one or more Obligors has the same parent
company, or is a Subsidiary of another Obligor, the Receivables of such
Obligors shall be considered as Receivables of the parent company for the
purpose of calculating its Concentration Limit.


 


“Contract Date” means, with respect to any
Origination Home, the date of acceptance of the related Origination Home
Purchase Contract by the Originator and the related Relocating Employee.


 


“Credit and Collection Policy” means the
Seller’s credit and collection policy and practices relating to Receivables
attached hereto as Exhibit G.


 


“Custodian” is defined in Section 2.1(a).


 


“Deemed Collections” is defined in
Section 1.4(c).


 


“Default Ratio” means, for any calendar month,
the ratio of (a) the aggregate outstanding balance of all Defaulted
Receivables as of the end of such calendar month to (b) the aggregate
outstanding balance of all Receivables as of the end of such calendar month.


 


“Defaulted Receivable” means any Receivable
(a) on which any amount is unpaid more than 180 days past the date on
which it was funded, (b) any Obligor on which has suffered a Bankruptcy
Event or (c) is a Charge-Off.


 


“Designated Financial Officer” means the
President, Vice President, Chief Financial Officer, Treasurer or Chief
Operating Officer of the relevant SIRVA Entity, as applicable.


 


“Destination Home” means an Eligible Home to
which an Relocating Employee is moving as part of his or her relocation. 


 


“Dilution Ratio” means, as for any date which
it is calculated, the ratio of (a) the average aggregate amount of
payments owed by the Seller pursuant to the first sentence of
Section 1.4(b) as of the last day of each of the most recent calendar
month ending prior to such date to (b) the average aggregate outstanding
balance of all Receivables as of the end of such calendar month.


 


“Discount” means, for any Tranche Period,
(a) the product of (i) the Discount Rate for such Tranche
Period, (ii) the total amount of Investment allocated to the Tranche Period,
and (iii) the number of days elapsed during the Tranche Period divided by
(b) 360 days.


 


“Discount Period” means, with respect to any
Settlement Date or the Termination Date, the period from and including the
preceding Settlement Date (or if none, the date that the first Incremental
Purchase is made hereunder) to but not including such Settlement Date or
Termination Date, as applicable.


 


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“Discount Rate” means, for any Tranche Period,
the Eurodollar Rate or the Prime Rate.


 


“Disqualification Date” means, with respect to
any Receivable, the earlier to occur of (x) any applicable Outside Date, and
(y) the day on which the related Origination Home is sold to any Person, other
than the Originator; provided that if a portion of a Receivable
remains owing by the related Employer following the closing of the sale of the
related Origination Home and such portion of such Receivable becomes a Billed
Receivable to the related Employer within five Business Days following the
closing of such sale (and has not previously been classified as a Billed
Receivable), then the Disqualification Date for such portion of such Receivable
shall be the originally applicable Outside Date for such Receivable.


 


“Document Schedule” means a schedule in
the form of Exhibit A-2, which schedule shall include (i) name of each
Relocating Employee and type of each Receivable to be added to the Net
Receivables Balance, (ii) the related Relocation Services Agreement, and (iii)
the current contact information for the related Employer.


 


“Dollar” and “$” means lawful currency of
the United States of America.


 


“Early Payment Fee” means, if any Investment
of a Purchaser allocated (or, in the case of a requested Purchase not made by
the Purchasers for any reason other than their default, scheduled to be
allocated) to a Tranche Period for a Eurodollar Tranche is reduced or
terminated before the last day of such Tranche Period (the amount of Investment
so reduced or terminated being referred to as the “Prepaid Amount”), the cost
to the relevant Purchaser of terminating or reducing such Tranche, which for a
Eurodollar Tranche will be determined based on the difference between the LIBOR
applicable to such Tranche and the LIBOR applicable for a period equal to the
remaining maturity of the Tranche on the date the Prepaid Amount is received.


 


“Eligible Employer” means an Included
Employer; provided
that any Employer shall cease to be an Eligible Employer if (i) any Receivable
to which it is an Obligor shall have become a Charge-off, (ii) more than 50% of
the Receivables as to which it is an Obligor shall at any time remain unpaid
more than 180 days past their respective funding dates, (iii) such Employer has
suffered a Bankruptcy Event; (iv) in the case of Dell Products L.P. or Delphi
Corporation, the Agent has not received on or before July 7, 2004, written
confirmation satisfactory to the Agent from such Employer regarding such
Employer’s obligations with respect to the payment of Receivables arising from Equity
Advances as to which it is Obligor under the related Relocation Services
Agreement, or (v) in the case of United Health Group, the Agent has not
received on or before July 7, 2004, written confirmation satisfactory to
the Agent of the extension of the term of its related Relocation Services
Agreement beyond June 30, 2004, and provided further that the Agent may
determine, in its sole discretion upon notice to the Seller, that any Employer
shall no longer be an Eligible Employer with respect to any additional
Receivables that might otherwise be proposed to be included in Eligible
Receivables following such determination by the Agent.


 


“Eligible Home” is a one or two-family
principal residence owned by the related Relocating Employee of an Eligible
Employer as to which the Originator has agreed to provide home marketing
assistance; provided
that such residence must be within the United States, and


 


I-4

















 


such residence is not any of
the following (unless approved by the Agent): income producing property, resort
property, mobile home, cooperative unit, farm, home with acreage in excess of
five acres or acreage that does not conform to the immediate area, property on
which clear title cannot be delivered, property which does not qualify for
conventional mortgage financing, property containing or located by hazardous
materials, vacant land, residence that is not Fannie Mae approved or income
property other than two-family dwellings, property that has EFS/synthetic
stucco exterior finishing, and property in which an inspection by the
Originator disclosed defects which render the property unmarketable if the
Relocating Employee does not repair such defects in a manner satisfactory to
the Originator.


 


“Eligible Receivable” means, at any time, any
Receivable:


 


(i)                                     each
Obligor of which (A) is a resident of, or organized under the laws of with
its chief executive office in, the United States; (B) is not an Affiliate of
any of the parties hereto or the Originator; (C) is not a government or a
governmental subdivision or agency; and (D) is either an Eligible
Relocating Employee or an Eligible Employer in good standing;


 


(ii)                                  which
is stated to be due and payable by the Disqualification Date therefor, and as
to which the Disqualification Date has not occurred;


 


(iii)                               which
is not a Defaulted Receivable or a Charge-Off;


 


(iv)                              which
is an “account”,
“payment
intangible” or “chattel paper” within the meaning of
Section 9-105 and Section 9-106, respectively of the UCC of all applicable
jurisdictions;


 


(v)                                 which
is denominated and payable only in Dollars in the United States;


 


(vi)                              which
arises in respect of an Equity Advance, a Final Equity Payment or a Mortgage
Payment related to an Eligible Home and an Eligible Relocating Employee under
an Eligible Relocation Services Agreement and (in the case of an Equity
Advance) an Eligible Relocating Employee Contract, each of which is in full
force and effect and constitutes the legal, valid and binding obligation of the
related Obligor enforceable against such Obligor in accordance with its terms
subject to no counterclaim, defense or other Adverse Claim (other than
Permitted Exceptions), and is not an executory contract or unexpired lease
within the meaning of Section 365 of the Bankruptcy Code;


 


(vii)                           as to
which the Originator has performed all of its obligations then required to be
performed under the related Relocating Employee Contract and Relocation
Services Agreement; 


 


(viii)                        which
arises under an Eligible Relocating Employee Contract and an Eligible
Relocation Services Agreement, each of which (A) contains an obligation to
pay a specified sum of money and is subject to no contingencies,
(B) except for Permitted Exceptions, does not require the Obligor under
such contract to consent to the transfer, sale or assignment of the rights to
payment under such contract, (C) does not contain a confidentiality
provision that purports to restrict any Purchaser’s exercise of rights under
this Agreement, including,


 


I-5

















 


without limitation, the right to review such
contract, and (D) as to which the Seller is in compliance with its obligations
under Section 5.2(k) (if applicable);


 


(ix)                                as
to which the related Employer is fully obligated to pay the Relocating Employee
Receivable through a guaranty, loss indemnity or reimbursement obligation under
the related Relocation Services Agreement;


 


(x)                                   which
does not, in whole or in part, contravene any law, rule or regulation
applicable thereto (including those relating to usury, truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy), which contravention would reasonably be
expected to have a Material Adverse Effect;


 


(xi)                                which
satisfies in all material respects all applicable requirements of the Credit
and Collection Policy and was generated in the ordinary course of the
Originator’s business;


 


(xii)                             as to
which the related Specified Documents have been delivered to the Custodian, and
the Document Schedule has been delivered to the Agent and the Custodian,
in accordance with Section 2.1;


 


(xiii)                          which
has not been extended, amended, rescinded or cancelled; and


 


(xiv)                         which is
not subject to any asserted reduction (including, without limitation, any
reduction on account of any offsetting account payable of the Originator or the
Seller to an Obligor, any Advance Employer Payment made by the relevant
Obligor), cancellation, rebate or refund or any dispute, offset, counterclaim,
lien or defense whatsoever; provided that a Receivable that is subject
only in part to any of the foregoing but otherwise qualifies as an Eligible
Receivable shall be an Eligible Receivable to the extent not subject to
reduction, cancellation, refund, dispute, offset, counterclaim, lien or other
defense.


 


“Eligible Receivables Balance” means, at any
time, the aggregate outstanding principal balance of all Receivables included
in the Eligible Receivables.


 


“Eligible Relocating Employee” means a
Relocating Employee who (i) is eligible for an extension of credit under the
Credit and Collection Policy, (ii) has the legal capacity to enter into a
binding contract, and (iii) to the knowledge of the Servicer and the Seller, is
not the subject of a Bankruptcy Event.


 


“Eligible Relocating Employee Contract” means
a Relocating Employee Contract prepared, completed and executed under an
Eligible Relocation Services Agreement, and relating to an Origination Home
that is an Eligible Home, in accordance with (i) forms delivered to the Agent
prior to the date hereof, (ii) the Credit and Collection Policy and (iii) the
related Eligible Relocation Services Agreement.


 


“Eligible Relocation Services Agreement”
means, at any time, a Relocation Services Agreement


 


(i)                                     which
is listed on Schedule III;


 


I-6

















 


(ii)                                  which
has been duly executed and delivered by the relevant Included Employer, has not
expired or terminated in accordance with its terms and is otherwise in full
force and effect;


 


(iii)                               (subject
to the Permitted Exceptions) the rights to payment under which are assignable
without the consent of the Employer party thereto or any other Person (other
than the Originator), other than any such consent which has been obtained and
remains in effect;


 


(iv)                              under
which all Billed Receivables are payable by the Employer not later than 60 days
after the original date of the relevant invoice; and


 


(v)                                 which
does not (A) provide for the grant of any Lien on any Origination Home or
other Related Assets to the related Employer or any other Person, (B) prohibit
the Originator from granting a Lien on its interest in any Origination Home
covered thereby, or (C) otherwise conflict with any of the transactions
contemplated by the Transaction Documents.


 


“Employer” means an employer or other Person
(other than an individual) providing credit, liquidity or other support to the
payment of an Relocating Employee Receivable.


 


“Employer Receivable”  means each obligation of an Employer to make
payments under an Included Relocation Services Agreement, including without
limitation any obligation to guarantee payment of a Relocating Employee
Receivable, or to make payments in respect of any Equity Advance, Final Equity
Payment, Mortgage Payment or Loss on Sale or other shortfall in the payment of
such Relocating Employee Receivable following the disposition of any
Origination Home, and any obligation to pay interest in respect of any of the
foregoing.  


 


“Equity Advance” means a loan made by the
Originator to a Relocating Employee to fund the down payment on the Destination
Home prior to the closing of the sale on the Origination Home.


 


“Eurodollar Rate” means for any Tranche Period
for a Eurodollar Tranche, the sum of (a) LIBOR for such Tranche Period
divided by 1 minus the “Reserve Requirement” plus (b) the
Applicable Margin plus (c) on or after the occurrence of a Termination
Event or in any event after June 30, 2005, 2.0%; where “Reserve
Requirement” means, for any Tranche Period for a Eurodollar Tranche,
the maximum reserve requirement imposed during such Tranche Period on “eurocurrency
liabilities” as currently defined in Regulation D of the Board of
Governors of the Federal Reserve System.


 


“Eurodollar Tranche” is defined in the
definition of “Tranche”.


 


“Federal Funds Rate” for any day the greater
of (i) the highest rate per annum as determined by LaSalle at which
overnight Federal funds are offered to LaSalle for such day by major banks in
the interbank market, and (ii) if LaSalle is borrowing overnight funds from
a Federal Reserve Bank that day, the highest rate per annum at which such
overnight borrowings are made on that day. 
Each determination of the Federal Funds Rate by LaSalle shall be


 


I-7

















 


conclusive and binding on the
Seller except in the case of manifest error. 



 


“Fee Letter” means the letter agreement
between the SIRVA Entities and the Agent.


 


“Final Equity Payment” is a payment to a
Relocating Employee of an amount equal to the excess, if any, of (i) the Sale
Contract Price for such Relocating Employee’s Origination Home minus (ii) the
amount owed in respect of any Adverse Claims (including mortgages and deeds of
trust) on such Origination Home minus (iii) the outstanding balance of any
Equity Advances in respect of such Origination Home provided that the Originator
shall be entitled to be reimbursed for the amount of such payment by the
related Employer under the terms of an Eligible Relocation Services Agreement.


 


“GAAP” means generally accepted accounting
principles in the USA, applied on a consistent basis.


 


“Governmental Authority” means any
(a) Federal, state, municipal or other governmental entity, board, bureau,
agency or instrumentality, (b) administrative or regulatory authority
(including any central bank or similar authority) or (c) court, judicial
authority or arbitrator, in each case, whether foreign or domestic.


 


“Guaranty” means that Guaranty, dated as of
the date hereof, from the Parent and NAVL for the benefit of Seller and its
assignees, as the same may be amended or modified in accordance with its
terms.  


 


“Included Employer” means an Employer listed
in Schedule III.


 


“Included Relocation Services Agreement” means
any Relocation Services Agreement with an Included Employer.


 


“Incremental Purchase”  is defined in Section 1.1(b).


 


“Incremental Purchase Request”  is defined in Section 1.1(c).


 


“Initial Servicer” is defined in the first
paragraph hereof.


 


“Investment” means, for each Purchaser,
(a) all Incremental Purchases by such Purchaser and other amounts received
or exchanged and, in each case, applied by the Agent or such Purchaser to
reduce such Purchaser’s Investment.  A
Purchaser’s Investment shall be restored to the extent any amounts so received
or exchanged and applied are rescinded or must be returned for any reason.


 


“Investment Account” means account number
5800691403 maintained by LaSalle, as securities intermediary, in the name of
the Agent, or such other account designated by the Agent.


 


“LaSalle” means LaSalle Bank National Association
in its individual capacity and not in its capacity as the Agent.


 


I-8

















 


“LIBOR” means, for any Tranche Period for a
Eurodollar Tranche or other time period, the rate per annum (rounded upwards,
if necessary, to the next higher one sixteenth of a percentage point) for
deposits in Dollars for a period equal to such Tranche Period or other period,
which appears on Page 3750 of the Telerate Service (or any successor page or
successor service that displays the British Bankers’ Association Interest
Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England
time) two Business Days before the commencement of such Tranche Period or other
period.  If for any Tranche Period for a
Eurodollar Tranche no such displayed rate is available (or, for any other
period, if such displayed rate is not available or the need to calculate LIBOR
is not notified to the Agent at least two Business Days before the commencement
of the period for which it is to be determined), the Agent shall determine such
rate based on the rates the Agent is offered on deposits of such duration in
the London interbank market.  


 


“Liquidation Period” means all times on and
after the Termination Date.


 


“Lock Box” means each post office box or bank
box to which Obligors are directed to send payments on Receivables.


 


“Lock-Box Account” means each deposit account
maintained by the Seller at a bank for the purpose of receiving or
concentrating Collections.


 


“Loss on Sale” means, with respect to any
Origination Home, the excess of (a) the contract purchase price for such
Origination Home under the applicable Origination Home Purchase Contract over
(b) the purchase price paid by or on behalf of the Origination Home Buyer
of such Home under the applicable Origination Home Sale Contract.  


 


“Material Adverse Effect” means an adverse
effect on (i) any SIRVA Entity’s ability to perform its obligations under or in
connection with, or the enforceability of, any Transaction Document,
(ii) any SIRVA Entity’s business, financial condition or prospects,
(iii) the interests of the Agent or any Purchaser under or in connection
with any Transaction Document or (iv) the enforceability or collectibility
of any Receivable.


 


“Matured Aggregate Investment” means, at any
time, the sum of the Matured Values of all Investments of all Purchasers then
outstanding.


 


“Matured Value” means, of any Investment, the
sum of such Investment and all unpaid Discount, fees and other amounts
scheduled to become due (whether or not then due) on such Investment during all
Tranche Periods to which any portion of such Investment has been allocated.


 


“Maximum Incremental Purchase Amount” means,
at any time, the difference between the Purchase Limit and the Aggregate
Investment then outstanding.


 


“Moody’s” means Moody’s Investors Service,
Inc.


 


“Mortgage Payment” means an advance made by
the Originator to repay a borrowing by a Relocating Employee secured by such
Relocating Employee’s Origination Home.


 


I-9

















 


“NAVL” means North American Van Lines, Inc., a
Delaware corporation.


 


“Net Receivables Balance” means the Eligible
Receivables Balance minus the portion of the Eligible Receivable Balance
in excess of the Concentration Limit for each Employer and minus all unapplied
Advance Employer Payments. 


 


“Obligor” means a Relocating Employee or an
Employer.


 


“Origination Home” is an Eligible Home from
which a Relocating Employee is moving in connection with his or her relocation.


 


“Origination Home Buyer” means the buyer
(other than the Originator) of an Origination Home from the Relocating Employee
or the Originator, as the case may be.


 


“Origination Home Closing Agent” means, with
respect to any Origination Home, the title insurance company, closing company
or lawyer acting for the Servicer in connection with the resale of such
Origination Home.


 


“Origination Home Deed” means, with respect to
any Origination Home, a deed or other instrument of conveyance executed by the
related Relocating Employee that effects the conveyance of such Origination
Home pursuant to the related Origination Home Purchase Contract. 


 


“Origination Homes in Inventory” means an
Origination Home which is subject to an executed Origination Home Purchase
Contract between the Relocating Employee and the Originator and which has not
yet been sold (or the sale of which has not been closed or the proceeds of
which have not been received) under an Origination Home Sale Contract.


 


“Origination Home Purchase Contract” means the
contract by which the Originator purchases an Origination Home from a
Relocating Employee.


 


“Origination Home Sale Contract” means the
contract by which the Originator sells an Origination Home to an Origination
Home Buyer.


 


“Originator” means SIRVA Relocation LLC, a
Delaware limited liability company.


 


“Outside Date” means the earlier of (i) with
respect to any Equity Advance, any Final Equity Payment or any Mortgage
Payment, 180 days following the funding of such Equity Advance, Final Equity
Payment or Mortgage Payment by the Originator and (ii) with respect to any
Billed Receivable, 90 days following the date of invoice for such Billed
Receivable.


 


“Parent” means SIRVA Worldwide, Inc., a
Delaware corporation.


 


“Payment Date” means Weekly Funding Date, a
Settlement Date and any other Business Day on which Available Funds are on
deposit in the Collection Account.


 


“Periodic Report” is defined in
Section 3.3.


 


I-10

















 


“Permitted Exceptions” means any of the
following:


 


 (i) delay in the recording of a deed, mortgage or deed of trust
that has been delivered to the Servicer in connection with an Relocating
Employee Receivable so long as a Recording Trigger Event has not occurred;


 


(ii) failure of the Seller and
the Servicer to deliver to the Custodian an executed original Relocating
Employee Note evidencing an Equity Advance so long as (A) with respect to any
Relocating Employee Receivable originated after June 25, 2004, the time
elapsed since the origination of such Relocating Employee Receivables does not
exceed five Business Days, and (B) a Recording Trigger Event has not occurred; 


 


(iii)                               failure
of the Custodian to hold the deeds described in clause (ii) of the definition
of Specified Documents, provided that such deeds are held by an Origination
Home Closing Agent that has received the letter described in clause (viii) of
such definition; and


 


(iv)                              the
inclusion of restrictions on assignment in an Included Relocation Services
Agreement, provided
that (A) such restriction does not preclude the legal, valid and binding
assignment of rights to payment to the Agent and the Purchasers, and (B) if
applicable, the Seller is in compliance with its obligations under
Section 5.2(k) with respect thereto.


 


“Permitted Investments” means
(a) evidences of indebtedness issued by, or guaranteed by the full faith
and credit of, the federal government of the United States, (b) repurchase
agreements with banking institutions or broker-dealers the short term unsecured
indebtedness of which is rated at least “A-1+” (or the equivalent) by S&P
and at least “P-1” (or the equivalent) by Moody’s registered under the
Securities Exchange Act of 1934 which are fully secured by obligations of the
kind specified in clause (a), (c) money market funds (i) rated not
lower than the highest rating category from Moody’s and “AAA m” or “AAAm-g,”
from S&P or (ii) which are otherwise acceptable to the Rating Agencies
or (d) commercial paper issued by any corporation incorporated under the
laws of the USA and rated at least “A-1+” (or the equivalent) by S&P and at
least “P-1” (or the equivalent) by Moody’s. 
All Permitted Investments must (1) be denominated and payable only
in Dollars, (2) not have an “r” designation if rated by S&P, and
(3) must mature (A) within thirty (30) days after the date of purchase
thereof or (B) by the date on which the funds so invested are needed in
order to make any payment required hereunder.


 


“Person” means an individual, partnership,
corporation, association, joint venture, Governmental Authority or other entity
of any kind.


 


“Potential Termination Event” means any
Termination Event or any event or condition that with the lapse of time or
giving of notice, or both, would constitute a Termination Event.


 


“Prime Rate” means for any period, the daily
average during such period of (a) the greater of (i) the floating
commercial lending rate per annum of LaSalle (which rate is a reference rate
and does not necessarily represent the lowest or best rate actually charged to
any customer by


 


I-11

















 


LaSalle) announced from time to
time as its prime rate or equivalent for Dollar loans in the United States,
changing as and when said rate changes and (ii) the Federal Funds Rate
plus 0.75% plus (b) the Applicable Margin plus (c) on or after the occurrence
of a Termination Event or in any event after June 30, 2005, 2%.


 


“Prime Tranche” is defined in the definition
of “Tranche”.


 


“Principal Distribution Amount” means, with
respect to any Business Day, the sum of (i) 85% of Available Funds deposited in
the Collection Account since the immediately preceding Payment Date (or, in the
case of the first Payment Date, the date hereof), to the extent such funds
represent the payment on, or return of, principal on the Receivables, plus (ii)
all amounts required to be paid by the Seller pursuant to Section 1.4(a)
and 1.4(b) but not yet paid.


 


“Purchase” is defined in Section 1.1(a).


 


“Purchase Agreement” means the Purchase and
Sale Agreement dated as of the date hereof between the Seller and the
Originator, as the same may be amended or modified in accordance with its terms
and the terms hereof.


 


“Purchase Date” is defined in
Section 1.1(c).


 


“Purchase Interest” means, for a Purchaser,
the percentage ownership interest in the Receivables, the Collections and
proceeds thereof held by such Purchaser, calculated when and as described in
Section 1.1(a); provided, however, that (except for
purposes of computing a Purchase Interest or the Sold Interest in
Section 1.4 (or 1.7)) at any time the Sold Interest would otherwise exceed
100% each Purchaser then holding any Investment shall have its Purchase
Interest reduced by multiplying such Purchase Interest by a fraction equal to
100% divided by the Sold Interest otherwise then in effect, so that the Sold
Interest is thereby reduced to 100%.


 


“Purchase Limit” means $55,000,000.


 


“Purchaser” means LaSalle and each other
Person that becomes a Purchaser pursuant to a Transfer Supplement.


 


“Purchaser Reserve” means, for each Purchaser,
an amount obtained by multiplying the Reserve by the quotient of (i) the
outstanding Investment of such Purchaser divided by (ii) the Aggregate
Investment at such time.


 


“Ratable Share” means, for each Purchaser,
such Purchaser’s Commitment divided by the aggregate Commitments of all
Purchasers.


 


“Rating Agencies” means S&P and Moody’s.


 


“Receivable” means a Relocating Employee
Receivable, taken together with the Employer Receivables under the related
Included Relocation Services Agreement and all Related Assets with respect
thereto; provided that the outstanding balance thereof shall be determined
without duplication.  Deemed Collections shall
reduce the outstanding balance of Receivables


 


I-12

















 


hereunder, so that any
Receivable that has its outstanding balance deemed collected shall cease to be
a Receivable hereunder after (x) the Servicer receives payment of such
Deemed Collections under Section 1.4(b) or (y) if such Deemed
Collection is received before the Termination Date, an adjustment to the Sold
Interest permitted by Section 1.4(c) is made.


 


“Receivables Balance” means, at any time, the
aggregate outstanding principal amount of all Receivables sold by the Seller
hereunder.


 


“Recording Trigger Event” means a Servicer
Replacement Event.


 


“Records” means, for any Receivable, all
contracts, books, records and other documents or information (including
computer programs, tapes, disks, software and related property and rights)
relating to such Receivable or the related Obligor.


 


“Related Assets” means, with respect to the
Receivables:


 


(a)                                  all
rights and interests (including without limitation ownership interests and
liens) to and in any Origination Home and/or other real or personal property
arising under or related to the related Relocating Employee Contracts, whether
or not evidenced by a deed and whether any such deed has been recorded, and all
proceeds of the sale or other disposition of any such property, including,
without limitation, the Origination Homes, the Origination Home Purchase
Contracts, the Origination Home Sale Contracts and all proceeds thereof;


 


(b)                                 all
interest accrued on Equity Advances, Mortgage Payments and Final Equity
Payments pursuant to a Relocation Services Agreement or Relocating Employee
Contract;


 


(c)                                  all
other collateral or other support arrangements made in connection with such
Receivables or property, including all warranty and indemnity claims, all lien
filings and all guaranties;


 


(d)                                 all
security deposits delivered to the Originator in connection with any of the
foregoing;


 


(e)                                  all
rights to any payment of rent or similar amounts in connection with any of the
foregoing;


 


(f)                                    all
rights in respect of the Purchase Agreement, the Guaranty, the Relocating
Employee Contracts, the Relocation Services Agreements, any purchaser or sale
contract, servicing agreement, interest rate hedge arrangement or other
contract or agreement in connection with the foregoing;


 


(g)                                 any
insurance (including without limitation title, hazard, casualty and credit
insurance) and condemnation proceeds with respect to any of the foregoing;


 


(h)                                 all
Records relating to such Receivables;


 


I-13

















 


(i)                                     the
Collection Account, the Investment Account and funds, investments, financial
assets or other property credited to either such account; and 


 


(j)                                     all
other proceeds of any of the foregoing, including without limitation all
present and future claims, demands, causes of action, chooses in action and
other general intangibles in respect of any or all of the foregoing and all of
the proceeds of every kind and nature whatsoever in respect of any of the
foregoing, whether in the form of cash or other liquid property, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance payments, condemnation awards, instruments or other
property.


 


“Relocating Employee” means (i) a person
obligated to make payments in respect of an extension of credit to him or her
by the Originator, as evidenced by a Relocating Employee Contract, or (ii) a
person whose Origination Home may be transferred to, and/or disposed of by, the
Originator in order to satisfy obligations due in connection with a Relocating
Employee Contract.


 


“Relocating Employee Contract” means a
contract with a Relocating Employee pursuant to which a Relocating Employee
Receivable arises including, without limitation, a note evidencing any Equity
Advance.


 


“Relocating Employee Receivable” means each
obligation of an Relocating Employee to make payments in respect of an Equity
Advance by the Originator to him or her, and/or such Relocating Employee’s
obligation to transfer, or permit the disposition of, his or her Origination
Home to repay or reimburse the Originator for any such Equity Advance, Final
Equity Payment or Mortgage Payment, including without limitation any rights to
any interest or finance charges arising in connection therewith.


 


“Relocation Service Fee” means the fee payable
to the Originator by an Employer under the Relocation Services Agreement of
such Employer with respect to the marketing and sale of a particular
Origination Home.


 


“Relocation Services Agreement” means any
relocation services agreement between the Originator and an Employer.


 


“Reserve” means, at any time, 15% of the
Aggregate Investment.


 


“Reserved Collection Matters” means decisions
taken when no Termination Event exists regarding settlement and/or whether to
initiate or proceed with litigation regarding the collection of Receivables
identified in writing by the Servicer to the Agent as Reserved Collection
Matters in an aggregate amount not in excess of $1,000,000.


 


“Sale Contract Price” means, with respect to
any Origination Home, the price required to be paid thereunder by the purchaser
of such Origination Home under a valid and binding sale contract, which
contract shall not be subject to any contingency other than a financing
contingency.


 


I-14

















 


“S&P” means Standard & Poor’s Ratings
Services.  


 


“Seller” is defined in the first paragraph
hereof.


 


“Seller Account” means the Seller’s account
number 30-0144740/5800691395 at National City Bank, or such other account
designated by the Seller to the Agent with at least ten (10) days prior
notice.


 


“Servicer” is defined in Section 3.1(a).


 


“Servicer Fee” is defined in Section 3.5.


 


“Servicer Replacement Event” means the
occurrence of any Termination Event.


 


“Settlement” means the sum of all claims and
rights to payment pursuant to Section 1.4 or 1.6 or any other provision
owed to Purchasers (or owed to the Agent or the Servicer for the benefit of the
Purchasers) by the Seller that, if paid, would be applied to reduce the
Purchasers’ Investments.


 


“Settlement Date” means the second Weekly
Funding Date of each calendar month or if such day is not a Business Day, the
immediately succeeding Business Day.


 


“SIRVA Credit Agreement” means Credit
Agreement dated as of December 1, 2003 among SIRVA Worldwide, Inc.,
certain subsidiaries thereof, the several lenders party thereto, JPMorgan Chase
Bank, as administrative agent, Banc of America Securities LLC, as syndication
agent, and Credit Suisse First Boston, Deutche Bank Securities Inc. and Goldman
Sachs Credit Partners L.P. as documentation agents.


 


“SIRVA Entity” means any of the Parent, NAVL,
the Seller, the Servicer and the Originator.


 


“Sold Interest” is defined in
Section 1.1(a).


 


“Special Obligor” means (i) The Boeing
Company, if the long-term unsecured senior debt rating of The Boeing Company is
at least “A-” by S&P or “A3” by Moody’s, and (ii) any other Included
Employer so designated in writing by the Agent in its sole discretion following
a request to do so by the Seller.


 


“Special Obligor Limit” means the following
percentage of the Eligible Receivables Balance for the following Special
Obligor:  (i) for The Boeing Company,
40%, and (ii) for any other Special Obligor, such other Special Obligor Limit
as the Agent may designate in a written notice to the Seller for such Special
Obligor.


 


“Specified Documents” means, with respect to
any Receivable,


 


(i) in the case of an Equity
Advance, the original (or to the extent of Permitted Exceptions a copy) of an
executed promissory note payable by the related Relocating


 


I-15

















 


Employee, 


 


(ii) in the case of a Final
Equity Payment or Mortgage Payment Advance, the original Origination Home Deed
(or to the extent of Permitted Exceptions a copy thereof), which deed provides
the basis for the transaction giving rise to such Relocating Employee
Receivable and shall be in recordable form and shall name the Seller (or, with
respect to deeds received prior to the date hereof, the Originator) as the
owner of such Origination Home, together with an identical original deed in
recordable form (or to the extent of Permitted Exceptions a copy thereof),
which deed is executed by the Seller or the Originator, as applicable, in blank
or to the Origination Home Buyer,


 


(iii) any guarantees of the
related Relocating Employee Receivable, 


 


(iv) in the case of a Final
Equity Payment or Mortgage Payment Advance, an original executed copy of any
pending contract for the purchase or sale of such Origination Home, 


 


(v) in the case of a Final
Equity Payment or Mortgage Payment Advance, any original title policy or title
commitment executed in connection with such purchase or sale agreement, which
title policy or commitment shall name the Seller and its assigns as
beneficiaries, 


 


(vi) if applicable, an original
executed copy of any mortgage or deed of trust executed by such Relocating
Employee in connection with such Relocating Employee Receivable, together with
an assignment of such mortgage or deed of trust in recordable form executed in
blank by the Relocating Employee or the Originator, 


 


(vii) an original executed copy
of the related Relocation Services Agreement, and 


 


(viii) a copy of the written
direction to the related Origination Home Closing Agent to send the proceeds of
the sale of the Origination Home to the Collection Account.


 


“Subordinated Note” means the revolving
promissory note issued by the Seller to the Originator under the Purchase
Agreement.


 


“Subsidiary” means any Person of which at
least a majority of the voting stock (or equivalent equity interests) is owned
or controlled by such Person or by one or more other Subsidiaries of such
Person.


 


“Taxes” means all taxes, charges, fees, levies
or other assessments (including income, gross receipts, profits, withholding,
excise, property, sales, use, license, occupation and franchise taxes and including
any related interest, penalties or other additions) imposed by any jurisdiction
or taxing authority (whether foreign or domestic).


 


“Termination Date” means the earliest of
(a) the Business Day designated by the Seller with no less than
thirty (30) days’ (or, during the continuance of a Trigger Event,
five (5)


 


I-16

















 


Business Days’) prior notice to
the Agent, (b) the date of the occurrence of a Termination Event described
in clause (e) of the definition of Termination Event, (c) the date designated
by the Agent to the Seller at any time after the occurrence and during the
continuance of any other Termination Event and (d) March 31, 2005.


 


“Termination Event” means the occurrence of
any one or more of the following:


 


(a)                                  any
representation, warranty, certification or statement made, or deemed made by
any SIRVA Entity in, or pursuant to, any Transaction Document proves to have
been incorrect in any material respect when made or deemed made; or


 


(b)                                 any
SIRVA Entity fails to make any payment or other transfer of funds hereunder
when due (including any payments under Section 1.4(a)); or


 


(c)                                  the
Seller or the Servicer fails to observe or perform any covenant or agreement
contained in Sections 3.3, 5.1(b), 5.1(e), 5.1(g), 5.1(i), 5.1(j), 5.2(b),
5.2(e), 5.2(h) or 5.2(i) of this Agreement or the Originator fails to observe
or perform any covenant or agreement contained in Sections 5.1(b), 5.1(e),
5.1(g), 5.1(i) or 5.1(j) of the Purchase Agreement; or


 


(d)                                 any
SIRVA Entity fails to observe or perform any other term, covenant or agreement
under any Transaction Document, and such failure remains unremedied for 15
Business Days; or


 


(e)                                  any
SIRVA Entity suffers a Bankruptcy Event; or


 


(f)                                    the
Default Ratio exceeds 12% for any November or December or 10% for any
other month, the Dilution Ratio exceeds 2% for any calendar month or the Aged
Receivables Ratio exceeds 12% for any November or December or 10% for
any other month; or


 


(g)                                 (i)
any SIRVA Entity, directly or indirectly, disaffirms or contests in writing the
validity or enforceability of any Transaction Document or (ii) any Transaction
Document fails to be the enforceable obligation of any SIRVA Entity party
thereto; or


 


(h)                                 (i)
any SIRVA Entity (A) generally does not pay its debts as such debts become due
or admits in writing its inability to pay its debts generally or (B) fails to
pay any of its indebtedness (except in aggregate principal amount of less than
$10,000,000) or defaults in the performance of any provision of any agreement
under which such indebtedness was created or is governed and such default
permits such indebtedness to be declared due and payable or to be required to
be prepaid before the scheduled maturity thereof or (ii) a default or termination
or similar event occurs under any agreement providing for the sale, transfer or
conveyance by SIRVA Entity of any of its financial assets; or


 


(i)                                     any
event of default occurs under the SIRVA Credit Agreement; provided that no
waiver thereunder or amendment thereof with respect to any events of default


 


I-17

















 


under, or any
financial covenants (including defined terms as used therein) contained in, the
Sirva Credit Agreement shall be effective for purposes of this Agreement unless
the Agent shall have consented thereto in writing; or 


 


(j)                                     SIRVA,
Inc. ceases to own (directly or indirectly) all of the issued and outstanding
shares of capital stock, membership interests or other equity interests of any
other SIRVA Entity; or


 


(k)                                  during
the past twelve months more than ten percent of the average number of Employers
that were parties to Relocation Services Agreements over the past twelve months
have given notice of termination of such Relocation Service Agreements; or


 


(l)                                     on
or after June 30, 2005, the Sold Interest shall be greater than $0 or any
other amount owed to the Agent or the Purchasers shall remain unpaid.


 


“Tranche” means a portion of the Investment of
the Purchasers allocated to a Tranche Period pursuant to Section 1.3.  A Tranche is a Eurodollar Tranche or Prime
Tranche depending whether Discount accrues during its Tranche Period based on a
Eurodollar Rate or Prime Rate.


 


“Tranche Period” means a period of days ending
on a Business Day selected pursuant to Section 1.3, which for a Eurodollar
Tranche shall not exceed 90 days, and (iii) for a Prime Tranche shall not
be less than 2 days and shall not exceed 30 days.


 


“Transaction Documents” means this Agreement,
the Fee Letter, the Purchase Agreement, the Subordinated Note, the Guaranty and
all other documents, instruments and agreements executed or furnished in
connection herewith and therewith.


 


“Transfer Supplement” means an agreement among
the parties hereto pursuant to which an existing Purchaser transfers an
interest in its rights and obligations hereunder.


 


“Trigger Event” is defined in the Purchase
Agreement.


 


“UCC” means, for any state, the Uniform
Commercial Code as in effect in such state.


 


 “United States”
means the United States of America (including all states and political
subdivisions thereof).


 


“Unsold Origination Home Receivable” means a
Receivable incurred in respect of an Equity Advance, Final Equity Payment or
Mortgage Payment on an Origination Home that has not yet been sold to an Origination
Home Buyer (or the sale of which has not been closed or the sale proceeds of
which have not been received).


 


“Unused Commitment” means, for any Purchaser
at any time, the difference between its Commitment and its Investment then
outstanding.


 


“Weekly Funding Date” means Friday of each
calendar week or, if such day is not a


 


I-18

















 


Business Day, the immediately
preceding Business Day.


 


“Weekly Reporting Date” means Wednesday of
each week or, if such day is not a Business Day, the immediately preceding
Business Day.


 


The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms.  Unless otherwise inconsistent with the terms
of this Agreement, all accounting terms used herein shall be interpreted, and
all accounting determinations hereunder shall be made, in accordance with
GAAP.  Amounts to be calculated
hereunder shall be continuously recalculated at the time any information
relevant to such calculation changes.


 


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SCHEDULE
II


 


A. 
PURCHASE COMMITMENTS


 




	
  NAMES OF
  PURCHASER

  	
   

  	
  COMMITMENTS OF PRINCIPAL OF PURCHASERS

  
	
   

  	
   

  	
   

  
	
  LaSalle Bank
  National Association

  	
   

  	
  $

  	
  55,000,000

  






 


II-1

















 


SCHEDULE III


 


INCLUDED EMPLOYERS


 


1